PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING STOPLIGHT’S SOFTWARE OR HOSTED SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS PERSONALLY, OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE CUSTOMER, AND TO BIND THAT ENTITY TO THESE TERMS AND CONDITIONS.
These Stoplight Customer Terms and Conditions (“Terms and Conditions” together with all Orders incorporated herein and any other policies referenced herein, collectively, the (“Agreement”) is between the customer identified in the Order that references these Terms and Conditions (“you” or “Customer”) and Stoplight, Inc.) (“Stoplight” or “we”). This Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement.
Stoplight may modify this Agreement from time to time, subject to the terms in Section 20 (Changes to this Agreement) below.
This Agreement governs (a) Stoplight’s commercially available downloadable software products (currently designated as “Server” or “Data Center” or “Enterprise On Premises” deployments or “Desktop”) (each, an item of “Software”), (b) Stoplight’s hosted or cloud-based solutions (currently designated as “Cloud” deployments) (“Hosted Services”), and © any related support or maintenance services provided by Stoplight. Software and Hosted Services, together with related Documentation, are referred to as “Products”. The Products and their permitted use are further described in Stoplight’s standard documentation (“Documentation”). Section 3 (Software Terms) applies specifically to Software, and Section 4 (Hosted Services Terms) applies specifically to Hosted Services, but unless otherwise specified, other provisions of this Agreement apply to all Products.
Stoplight’s Product ordering documentation (“Order”) will specify your authorized scope of use for the Products, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity (for Hosted Services), © numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units, such as the number of “API Resources”, or “Number of Users”, or “Number of Transactions” (as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use.
This Agreement applies whether you purchase our Products directly from Stoplight or through Stoplight “Partners” or other authorized resellers (each, a “Reseller”). If you purchase through a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on Stoplight’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
Subject to the terms and conditions of this Agreement, Stoplight grants you a non-exclusive, non-sublicenseable and non-transferable license to install, execute and use the Software during the applicable License Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation. The duration of each Software license (“License Term”) will be specified in your Order. Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial License Term (and you will be charged at the then-current rates) unless you cancel your subscription by contacting Stoplight at [email protected]. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination. Your License Term will end upon any termination of this Agreement, even if no expiration date is specified in your Order.
Unless otherwise specified in your Order, for each Software license that you purchase, you may install one production instance of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement).
At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Software. Stoplight will bear all out-of-pocket costs that it incurs in connection with such audit, unless the audit reveals that you have exceeded the Scope of Use. You agree to provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, Stoplight may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Stoplight at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.
Subject to the terms and conditions of this Agreement, Stoplight grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If Stoplight offers client side software (such as a desktop or mobile application) for any Hosted Service, you may use such client side software solely in connection with your use of the Hosted Service. You acknowledge that our Hosted Services are online, subscription-based products and that we may make changes to the Hosted Services from time to time. Some of our Hosted Services may be subject to additional terms specific to that Hosted Service which will be posted or made available to you in connection with such Hosted Service.
Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at Stoplight’s then-current rates) unless you cancel your subscription by emailing [email protected]. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
Account credentials granted to individual, named persons, must be kept strictly confidential and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Stoplight of any unauthorized use of which you become aware.
Subject to the terms of this Agreement, you hereby grant to Stoplight a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service. Stoplight may also access your account or instance in order to respond to your support requests. You retain all right, title and interest in and to Your Data in the form provided to Stoplight. As used herein, “Your Data” means any data, content, or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services.
You must ensure that your use of Hosted Services and all Your Data is at all times compliant with this Agreement and all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Stoplight and to grant the rights granted to Stoplight in this Agreement and (ii) Your Data and its transfer to and use by Stoplight as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 4.6 (Security), Stoplight assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data, backing up Your Data, and the consequences of using, disclosing, storing, or transmitting it. Stoplight may also measure, analyze, and aggregate how users interact with our Products, such as usage patterns and characteristics of our user base, and you agree that Stoplight may use such information, on a perpetual and irrevocable basis, for any purpose.
You will not submit to the Hosted Services (or use the Hosted Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Stoplight account; (ii) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (iii) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((i) through (iii), collectively, “Sensitive Data”).
You will defend, indemnify and hold harmless Stoplight from and against any loss, cost, liability or damage, including attorneys’ fees, for which Stoplight becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law.
Stoplight will, during the Subscription Term, maintain security procedures designed to protect Your Data from unauthorized access, use and disclosure. However, you understand that there is no such thing as perfect security and that the use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. Stoplight, however, cannot guarantee that its security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
There may be storage and/or usage limits associated with a particular Hosted Service. These limits are described in the services descriptions on our websites or in the Order and/or Documentation for the particular Hosted Service. Stoplight reserves the right to charge for additional storage, usage or overage fees. We may impose new, or may modify existing, storage limits for the Hosted Services at any time in our discretion, with or without notice to you.
We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.
Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce,modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (b) use the Products for the benefit of any third party, © incorporate any Products into a product or service you provide to a third party, (d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.
Stoplight and its licensors solely own all right, title and interest, including all intellectual property rights, in and to the Products, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Stoplight (“Stoplight Technology”). Stoplight may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any comments, ideas, suggestions, feedback or other information you choose to submit to Stoplight related to the Products (“Feedback”). Feedback shall not be considered Confidential Information, and Stoplight will not have any obligations with respect to your Feedback.
Stoplight will provide the support and maintenance services for the Products described in the Stoplight Support Policy (“Support and Maintenance”) during the period for which you have paid the applicable fee. Support and Maintenance is subject to the terms of the Stoplight Support Policy and will be provided at the support level and during the support term specified in your Order. The Stoplight Support Policy may be modified by Stoplight from time to time to reflect process improvements or changing practices. Support and Maintenance for Software includes access to bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software (“Updates”), if and when available. You may use any Updates that we provide to you during a valid support term in the same way that you use Software, and Updates are included in the definition of Software in that case.
Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorized Users”) may access and use the Products. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users. All Authorized Users may solely use the Products in accordance with the Scope of Use and solely for your benefit.
We will deliver the applicable license keys as needed (in the case of Software) or login instructions (in the case of Hosted Services) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any Software, and you acknowledge that Stoplight has no further delivery obligation with respect to the Software after delivery of the license keys as needed.
You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars at the time you place your Order. Other than as expressly set forth herein, all amounts are non-refundable, non-cancelable and non-creditable. If you increase the Scope of Use during your License Term or Subscription Term, we will charge you for the increase metrics associated with the new Scope of Use pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you purchase any Products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use Products if we do not receive our corresponding payment from the Reseller.
Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Stoplight, you must pay to Stoplight the amount of such taxes or duties in addition to any fees owed under this Agreement.
From time to time, Stoplight may offer new “Beta” features, tools or products on a free trial basis which customers may test or evaluate. Such features, tools and products are offered solely for experimental and evaluation purposes and without any warranty of any kind, and may be modified or discontinued at Stoplight’s sole discretion.
From time to time, Stoplight may publish SDK’s or API’s and associated guidelines (“Developer Guides”) to allow you to develop plugins, extensions, add-ons or other software products or services that interoperate or are integrated with the Products (“Add-Ons”). You may distribute your Add-Ons to third parties, but only for those Products permitted by Stoplight, and only in accordance with the Developer Guides.
Notwithstanding anything in this Agreement to the contrary, Stoplight has no support, warranty, indemnification or other obligation or liability with respect to your Add-Ons or their combination, interaction or use with the Products. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to your Add-Ons (including but not limited to any representations or warranties you make about your Add-Ons) or your breach of this Section.
This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement if: (a) the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; or (b) the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to Stoplight, but you will not be entitled to any credits or refunds because of convenience termination for prepaid but unused Software, Hosted Services subscriptions, or Support and Maintenance.
Upon termination of this Agreement, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Stoplight Confidential Information, and you shall delete any of the foregoing from your systems as applicable (including any third-party systems operated on your behalf) and provide written certification to us that you have done so at our request.
The following provisions will survive any termination or expiration of this Agreement: Sections 4.5.3 (Indemnity for Your Data), 5 (Restrictions), 10.2(Payment), 10.3 (Taxes), 11 (Beta Products), 12.2 (Conditions to Development of Add-Ons), 15 (Ownership and Feedback), 13 (Term and Termination), 14.2 (Warranty Disclaimer), 15 (Limitation of Liability), 19 (Export Restrictions), and 21 (General Provisions).
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
ALL PRODUCTS ARE PROVIDED “AS IS,” AND STOPLIGHT AND ITS SUPPLIERS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STOPLIGHT NOR ANY OF ITS THIRD PARTY SUPPLIERS AND ITS LICENSORS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA.
NEITHER PARTY, NOR ITS RESPECTIVE SUPPLIERS AND LICENSORS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO STOPLIGHT HEREUNDER UNDER THE APPLICABLE ORDER UNDER WHICH LIABILITY AROSE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
THE LIMITATIONS SET FORTH IN THIS SECTION 15 SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU HEREUNDER, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) EITHER PARTY’S MISAPPROPRIATION OF THE OTHER’S INTELLECTUAL PROPERTY. The parties agree that the limitations specified in this Section 15 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Stoplight will defend you against any claim brought against you by a third party suit that alleges that a Product, when used as authorized under this Agreement, infringes a United States patent or copyright (a “Claim”), and Stoplight will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Stoplight (including reasonable attorneys’ fees) arising out of a Claim, provided that: (a) you provide Stoplight prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) you provide reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and © Stoplight is given exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim. If your use of a Product is (or in Stoplight’s opinion is likely to be) enjoined, if required by settlement, or if Stoplight determine such actions are reasonably necessary to avoid material liability, we may, at its option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund you any prepaid amounts for the terminated portion of the License Term and/or Subscription Term, as applicable. Stoplight’s indemnification obligations above do not apply: (1) if the Product is used in combination with any non-Stoplight product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (2) to unauthorized use of Products, including any modification of the Software by any person other than Stoplight or its authorized agents; (3) to any Claim arising as a result of Your Data (or circumstances covered by your indemnification obligations); (4) to any unsupported release of the Software; or (5) if you settle or make any admissions with respect to a claim without Stoplight’s prior written consent. THIS SECTION STATES STOPLIGHT’S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY STOPLIGHT UNDER THIS AGREEMENT.
We may identify you as an Stoplight customer on our website and in our promotional materials. You acknowledge that we may continue to identify you as a Stoplight customer, unless you and Stoplight agree otherwise.
This Agreement will be governed by and construed in accordance with the applicable laws of the State of Texas, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Austin, Texas, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Austin, Texas, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Nothing in this Agreement shall 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. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.
Some of the Products may be subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Products. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Products or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; © to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (ii) that none of Your Data is controlled under the US International Traffic in Arms Regulations. The Products are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.
We may update or modify these Terms and Conditions from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, through your Stoplight account, or in the Product itself). If we modify these Terms and Conditions during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if you object to the updated Terms and Conditions, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to beta products, accepting the updated Terms and Conditions is required for you to continue using the beta products. Stoplight may require you to provide additional consents in the event of any updates to these Terms and Conditions. If you do not agree to the updated Terms and Conditions after it becomes effective, you will no longer have a right to use beta products. For the avoidance of doubt, any Order is subject to the version of the Terms and Conditions in effect at the time of the Order.
Any notice under this Agreement must be given in writing. Stoplight may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to Stoplight, Inc., 422 W Riverside Drive, Unit 209, Austin, Texas, USA 78704 Attn: General Counsel. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. The Products are commercial computer software. If you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Products, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. This Agreement is the entire agreement between you and Stoplight relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall 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. The parties are independent contractors. This Agreement shall 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 on party the express or implied right, power or authority to create any duty or obligation of the other party.