Stellaromics, Inc.

Terms and Conditions for Instrument, Reagents, and Services

 
  1. Applicability.
    • These terms and conditions (these “Terms”) are the only terms that govern the sale of the Pyxa™ instrument (the “Instrument”), reagents (the “Reagents,” together with the Instrument, the “Goods”) and services (“Services”) by Stellaromics, Inc., a Delaware corporation (“Stellaromics”) to the customer named on the Quotation (as defined below) (“Customer”). Collectively Customer and Stellaromics are referred to as the “Parties” and individually as “Party.”
    • The accompanying quotation (the “Quotation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Stellaromics expressly rejects Customer’s general terms and conditions of purchase, and fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Quotation by Customer is a prerequisite to the purchase of the Goods and Services, and shall operate as an acceptance of these Terms which are expressly incorporated into the Quotation. The Customer shall be deemed to have accepted the Quotation and these Terms by signing these Terms in the signature block provided on the last page hereof.
    • The Parties acknowledge and agree that these Terms apply to any Goods and Services identified in the Quotation. In the event the Quotation only identifies Goods but not Services being purchased by Customer, or vice versa, only the applicable terms relating to the Goods or Services, as applicable, shall apply.
    • Either Party may request a change in any Services by submitting a request to the other Party in writing, and the Stellaromics shall proceed with such change to the Services upon execution of a change order by both Parties.
  2. Research Use Only
    • This Goods and Services are for Research Use Only (RUO) and are not approved, intended, or authorized for use in diagnostic, therapeutic, or clinical applications. The Customer is strictly prohibited from utilizing the Goods and Services for any purpose involving patient diagnosis, treatment, or clinical decision-making. The Customer assumes all responsibility for ensuring compliance with applicable regulatory requirements.
  3. Delivery of Goods and Performance of Services.
    • Unless otherwise agreed in writing by the Parties, the Goods will be delivered within a reasonable time after Stellaromics’ receipt of Customer’s purchase order or Customer’s acceptance of the Quotation. Any delivery dates given by Stellaromics are estimates only and are subject to shipping and other variations.
    • Unless otherwise agreed in writing by the Parties, Stellaromics shall deliver the Goods to the delivery point specified in writing by Customer on Customer’s purchase order (the “Delivery Point”) using Stellaromics’ standard methods for packaging and shipping such Goods. Customer shall take delivery of the Goods within 2 days of Stellaromics’ written notice that the Goods have been delivered to the Delivery Point. Customer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. Customer is responsible for fees associated with not taking timely delivery of the Goods, such as storage fees.
    • Stellaromics may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order.
    • With respect to the Services, Customer shall (i) cooperate with Stellaromics in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by Stellaromics, for the purposes of performing the Services; (ii) respond promptly to any Stellaromics request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Stellaromics to perform Services in accordance with the requirements of this Agreement; and (iii) provide such Materials (as defined below) or information as Stellaromics may reasonably request to carry out the Services in a timely manner and ensure that such Materials or information are complete and accurate in all material respects.
    • In connection with this Agreement, Customer may deliver to Stellaromics a quantity of materials (the “Materials”), at Customer’s expense, in order for Stellaromics to perform the Services. Customer represents and warrants that it has all rights and has obtained all consents required under applicable laws to provide the Materials to Stellaromics. Customer agrees that the Materials will not be returned to Customer following the Services, unless otherwise agreed by Stellaromics and Customer. All Materials are provided on an “as-is” basis without any warranty or guarantee whatsoever. All Materials shall be coded and de-identified by Customer prior to transfer to Stellaromics in accordance with privacy standards under applicable laws and regulations. Customer agrees that the Materials will not contain any personally identifiable information. The transfer of the Materials hereunder grants no rights to Stellaromics other than those specifically set forth herein.
  4. Shipping Terms. Delivery of the Goods shall be made FOB Delivery Point.
  5. Title and Risk of Loss. Title and risk of loss pass to Customer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Customer hereby grants to Stellaromics a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Massachusetts Uniform Commercial Code.
  6. Customer’s Acts or Omissions. If Stellaromics’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Stellaromics shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
  7. Inspection and Rejection of Nonconforming Goods.
    • Customer shall inspect the Goods within 5 days of receipt (“Inspection Period”). Customer will be deemed to have accepted the Goods unless it notifies Stellaromics in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Stellaromics. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in the Quotation; or (ii) product’s label or packaging incorrectly identifies its contents.
    • If Customer timely notifies Stellaromics of any Nonconforming Goods, Stellaromics shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Customer in connection therewith. Customer shall ship, at Stellaromics’ expense and risk of loss, the Nonconforming Goods to Stellaromics’ facility specified in the Quotation. If Stellaromics exercises its option to replace Nonconforming Goods, Stellaromics shall, after receiving Customer’s shipment of Nonconforming Goods, ship to Customer, at Stellaromics’ expense and risk of loss, the replaced Goods to the Delivery Point.
    • Customer acknowledges and agrees that the remedies set forth in Section 7(b) are Customer’s exclusive remedies for Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Customer are made on a one-way basis and Customer has no right to return Goods purchased under this Agreement to Stellaromics.
  8. Price.
    • Customer shall purchase the Goods and Services from Stellaromics at the prices (the “Prices”) set forth in the Quotation.
    • Customer agrees to reimburse Stellaromics for all reasonable travel and out-of-pocket expenses incurred by Stellaromics in connection with the performance of the Services.
    • All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Stellaromics’ income, revenues, gross receipts, personnel, or real or personal property or other assets.
  9. Payment Terms.
    • Unless otherwise agreed to in writing by the Parties, Stellaromics shall invoice Customer the Prices upon delivery of the Goods to the Delivery Point, or upon completion of the Services. Customer shall pay Stellaromics all invoiced amounts due within 30 days after the date of Stellaromics’ invoice, unless otherwise set forth in the Quotation. Notwithstanding the foregoing, Stellaromics may require Customer to pay Stellaromics 50% of the Price of the Services prior to the start of the Services, and the remaining 50% of the Price of the Services upon completion of the Services. Customer shall make all payments hereunder by wire transfer or other mutually agreed upon payment methods and in US dollars.
    • Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Customer shall reimburse Stellaromics for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
    • Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Stellaromics, whether relating to Stellaromics’ breach, bankruptcy, or otherwise.
  10. Limited Warranty. Stellaromics warrants to Customer that:
    • for a period of 1 year from the date of shipment of the Instrument (the “Instrument Warranty Period”), the Instrument will materially conform to Stellaromics’ specifications provided to Customer in writing and will be free from material defects in material and workmanship;
    • for a period of from the date of shipment through the end of the shelf life of the Reagent (together with the Instrument Warranty Period, the “Warranty Period”), the Reagent will materially conform to Stellaromics’ specifications provided to Customer in writing; and
    • EXCEPT FOR THE PRODUCT WARRANTIES SET FORTH IN SECTIONS 10(a) AND 10(b), STELLAROMICS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    • Stellaromics warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
    • EXCEPT FOR THE SERVICES WARRANTIES SET FORTH IN Section 10(d), STELLAROMICS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
    • Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third Party Products are not covered by the warranty in Sections 10(a) and 10(b). For the avoidance of doubt, STELLAROMICS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    • The Stellaromics shall not be liable for a breach of the warranties set forth in Sections 10(a), 10(b) or 10(d) unless: (i) Customer gives written notice of the defective or non-conforming Goods or Services, as the case may be, reasonably described, to Stellaromics within 30 days of the time when Customer discovers or ought to have discovered the defect; (ii) if applicable, Stellaromics is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Sections 10(a) and 10(b) to examine such Goods and Customer (if requested to do so by Stellaromics) returns such Goods to Stellaromics’ place of business at Stellaromics’ cost for the examination to take place there; and (iii) Stellaromics reasonably verifies Customer’s claim that the Goods or Services are defective or non-conforming.
    • The Stellaromics shall not be liable for a breach of the warranty set forth in Sections 10(a) or 10(b) if: (i) Customer makes any further use of such Goods after giving such notice; (ii) the defect arises because Customer failed to follow Stellaromics’ oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or (iii) Customer alters or repairs such Goods without the prior written consent of Stellaromics.
    • Subject to Sections 10(g) and 10(h) above, with respect to any such Goods during the Warranty Period, Stellaromics shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Stellaromics so requests, Customer shall, at Stellaromics’ expense, return such Goods to Stellaromics.
    • Subject to Section 10(g) above, with respect to any Services subject to a claim under the warranty set forth in Section 10(d), Stellaromics shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
    • THE REMEDIES SET FORTH IN Sections 10(i) AND 10(j) ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND STELLAROMICS’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN Sections 10(a), 10(b) AND 10(d), RESPECTIVELY.
  11. Limitation of Liability.
    • IN NO EVENT SHALL STELLAROMICS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT STELLAROMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • IN NO EVENT SHALL STELLAROMICS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO STELLAROMICS FOR THE GOODS AND SERVICES SOLD HEREUNDER.
    • The limitation of liability set forth in Section 11(b) shall not apply to (i) liability resulting from Stellaromics’ gross negligence or willful misconduct and (ii) death or bodily injury resulting from Stellaromics’ acts or omissions.
  12. Intellectual Property Indemnification. Stellaromics shall, at its expense, defend, indemnify and hold harmless Customer against any and all loss, damage, liability, claim, action, judgment, award, penalty, fine, cost or expense, including reasonable attorney fees arising out of or in connection with any claim that Customer’s possession or approved use of the Goods or approved use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party.
  13. Compliance with Law. Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
  14. Termination. In addition to any remedies that may be provided under these Terms, Stellaromics may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for 15 days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Upon termination of this Agreement, Customer’s license rights will terminate, and Customer must immediately cease all use of the Software and Documentation and delete all copies of the Software and Documentation in Customer’s possession.
  15. Waiver. No waiver by Stellaromics of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Stellaromics. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Stellaromics operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Stellaromics precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Stellaromics.
    • License to Software. In connection with the provision of the Instrument and/or Services related thereto, Stellaromics may make also available to Customer Stellaromics’ software application (the “Software”) for analyzing, visualizing, translating, and exporting data that is generated by Customer through the use of the Instrument purchased by Customer, or if applicable, produced by Stellaromics through use of an Instrument on Customer’s behalf (“Instrument Data”). Subject to the terms and conditions of this Agreement, Stellaromics grants to Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right and license to install and use the Software on compatible devices owned or controlled by Customer, in object code form only, solely for the purpose of reviewing, analyzing, and exporting Customer’s Instrument Data. Customer acknowledges and agrees that in order to use the Software, Customer must have a compatible device. Stellaromics makes no representations or warranties whatsoever regarding the Software, including its operation, use, availability, accuracy, reliability, or compatibility with any device. Any Stellaromics-provided product documentation relating to the Software (e.g., user manuals, on-line help files) (the “Documentation”) is solely for use in connection with permitted use of the Software. Customer acknowledges that, as between the parties, Stellaromics owns the Documentation and Software, together with its structure, organization, algorithms, code, and derivative works thereof, and any and all intellectual property rights in or to, or associated with, any of the foregoing. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Stellaromics and its suppliers.
    • License Restrictions. Except and solely to the extent such restriction(s) are impermissible pursuant to applicable law or third party license, Customer will not, directly or indirectly, and will not permit any third party to: (a) assign, sell, lease, distribute, license, sublicense or otherwise transfer or attempt to transfer rights in the Software or Documentation; (b) reverse engineer, decompile, disassemble or otherwise derive or attempt to derive source code or algorithms from any element of the Software, in whole or in part; (c) access or use the Software or Documentation in order to build a competitive product or service; (d) replicate, copy, modify, translate or create derivative works, adaptations or compilations of, or based on, any part of the Software or Documentation; (e) provide, disclose, divulge or make available to, or permit use any of the Software or Documentation in whole or in part, by any third party (other than Customer’s employees) without Stellaromics’ prior written consent; (f) remove any proprietary notices or labels on or in any of the Software; (g) use the Software to provide processing services to third parties, or otherwise use the Software on a ‘service bureau’ basis; or (h) use the Software except as expressly permitted under this Agreement. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Customer.
    • Open Source. The Software may incorporate third-party open source software (“OSS”). Nothing in this Agreement will be deemed or interpreted to alter or limit any rights you may have under any applicable OSS license. We may make available certain notices and licensing information for OSS or other separately licensed software products or components that are distributed in connection with the Software available with the Documentation.
    • Software Disclaimer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL STELLAROMICS, INC. BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR DOCUMENTATION OR THE USE THEREOF.
  17. Intellectual Property.
    • All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Stellaromics in the course of performing the Services (collectively, the “Deliverables”), except for any Confidential Information of Stellaromics, Software, Documentation, the Goods, or Stellaromics materials, shall be owned exclusively by Customer; provided, further, that Customer grants to Stellaromics a right and license to use the de-identified data generated in the performance of the Services solely for the purpose of Stellaromics’ internal development of its products.
    • Stellaromics and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to all Goods, documents, data, know-how, methodologies, software and other materials, including computer programs, reports and specifications, provided by or used by Stellaromics in connection with performing the Services (collectively, the “Stellaromics Materials”), including all Intellectual Property Rights therein. Stellaromics hereby grants Customer a license to any Stellaromics Materials to the extent necessary for the use of the Deliverables. Customer shall acquire no rights therein other than those limited rights specifically conferred by this Agreement. All rights related to the Stellaromics Materials that are not expressly granted to Customer under the Agreement are reserved by Stellaromics or its licensors.
  18. Confidential Information. From time to time during the term of this Agreement, either Party (as the “Discloser”) may disclose or make available to the other Party (as the “Recipient”) or its employees, agents, subcontractors, attorneys, accountants, or financial advisors (collectively, “Representatives”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to the public other than as a result of any breach of this Section 17 by the Recipient or any of its Representatives; (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the Recipient’s or its Representatives’ possession prior to disclosure by the Discloser hereunder; (iv) was or is independently developed by the Recipient or its Representatives without using of any of the Discloser’s Confidential Information; or (v) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Recipient shall: (A) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 17 caused by any of its Representatives. At any time during or after the term of this Agreement, at the Discloser’s written request, the Recipient and its Representatives shall promptly return to the Discloser all copies, whether in written, electronic or other form or media, of the Discloser’s Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Discloser shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 17.
  19. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) control, including, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency.
  20. Miscellaneous. Customer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Customer without the prior written consent of Stellaromics. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
  21. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  22. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  23. Governing Law. This Agreement is governed by, and construed in accordance with the laws of the State of Commonwealth of Massachusetts without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Commonwealth of Massachusetts. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
  24. Notices. All notices shall be in writing and addressed to the Parties at the addresses set forth on the face of the Quotation or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).
  25. Severability. If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  26. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, and Survival.
  27. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party.