This End User License Agreement (“Agreement”) is a legal agreement between Ryussi Technologies Private Limited having its registered office at 4 Cozy Retreat, Rd No 3, Plot 363, Sindh Society, Aundh, Pune 411007, India (“Ryussi“) and  (“Customer“, “Your”). This Agreement provides and captures an important legal information about the license of Software, your usage, installation, download and access of the Software, support provided by Ryussi and liabilities of the Parties.

By downloading, installing, copying, or using the software you agree to this Agreement. If you agree to this Agreement on behalf of another person or entity, you warrant you have authority to do so.

By agreeing to the terms of this Agreement, the Customer has confirmed that it (1) has reviewed this Agreement and (2) understands that it is bound to adhere to the terms of this Agreement.

IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN CUSTOMER MUST NOT PURCHASE OR USE ANY RYUSSI PRODUCTS OR SERVICES OFFERED BY RYUSSI OR ITS RESELLER.

Ryussi and Customer are individually referred to as “Party” and collectively as “Parties”.

1. Definitions.

1.1.       “Affiliate” means any corporation or other business entity, now or hereafter existing, that controls, or is controlled by, or is under common control with a Party, and “Control” means ownership, directly or indirectly of 50% or more of the voting interest of the Party.

1.2.       “Documentation” means the instructions and/or user manuals that describe installation, use, and/or operation of the Software as hosted on the website or delivered to the Customer.

1.3.       “Effective Date” means the Effective Date mentioned in the Purchase Order.

1.4.       “Fees” means the fees payable by Customer to Ryussi for the subscription of the Software, and Support fees as set out in the applicable Purchase Order.

1.5.       “Intellectual Property Rights” means any intellectual property rights, including patents, utility models, rights in designs, copyrights, moral rights, topography rights, database rights, trademarks, service marks, trade secrets, and rights of confidence, in all cases whether or not registered or registerable in any country, and including the right to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time.

1.6.        “Minor Change” means any modification, update, upgrade or addition to the Software that, when made or added to the solution or modules currently being used by Customer, provides minor functionality enhancements but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Ryussi to all its customers. Minor Change are generally denoted by minor version level (e.g., v1.1.0 to v1.1.1) changes, as determined by Ryussi. No new modules will be provided by Ryussi as part of the support and maintenance services (if any).

1.7.        “New Version” means mean any modification, update, upgrade or addition that, when made or added to Software, provides major functionality enhancements or changes the overall utility, functional capability, or application.  New Versions are generally denoted by major version level (e.g., v1.0 to v1.1 or above) changes, as determined by Ryussi.

1.8.       “Permitted Users” means an employee of Customer or any user as authorized by Customer who may use the Software pursuant to the instance of the License granted through an applicable Purchase Order.

1.9.       “Problem” means a failure of the Software to substantially conform to the functional specifications set forth in the applicable Documentation.

1.10.    “Purchase Order” means a written order, that the Parties may enter into from time to time  to place an order for the Subscription to the Software, setting forth the details of the Software, the Subscription Term’s start date & end date, applicable Fees, and such other terms as the Parties may agree related to the transactions contemplated by the applicable Purchase Order. Any additional or inconsistent terms or conditions contained in any Purchase Order or its acknowledgment, invoice or other communication exchanged between the Parties herein, shall be deemed to be void, even if acknowledged in writing by Ryussi.

1.11.     “Software” or “Product” means the binary-code version of Ryussi’s software, named “MoSMB” (more particularly described in the applicable Purchase Order) and its editions and variants for enabling SMB (Server Message Block) protocol in NAS (Network Attached Storage) solutions.

1.12.    “Subscription” or “Software Subscription” means a subscription to use and access the Software, purchased by Customer under a particular Purchase Order for the duration of the Subscription Term.

1.13.    “Subscription Term” means that period of time during which Customer may use the Software as set forth in the applicable Purchase Order, together with any renewal term for which Customer pays the applicable renewal Fees.

1.14.    “Services” means maintenance and support services for the Software which are provided to Customer during the Subscription Term, on payment of the applicable fees.

2. Software License and Restrictions

2.1.       License Rights. Subject to its compliance with the terms of this Agreement and in consideration of the Fees, Ryussi hereby grants Customer for the duration of the Subscription Term a non-exclusive, non-transferable, revocable, non-sub licensable and a limited license to use the Software solely for Customer’s internal business purposes (“License”). Nothing herein contained shall be construed as being granted to You any rights to the Intellectual Property Right of the Software or Services except as expressly provided for hereunder. Unless otherwise agreed hereunder the grant of License does not oblige Ryussi to provide any New Versions. Use of the Software and Services for any purpose not expressly permitted by this Agreement is strictly prohibited.

2.2.       Restrictions. Except as expressly set forth in this Agreement, Customer shall not, directly or indirectly: (a) sublicense, resell, rent, lend, lease, distribute, pledge, assign or otherwise transfer rights or usage in the Software; (b) use the Software to build a product, application or service that is competitive with any Ryussi product, application, or service (c) provide the Software on a timesharing, service bureau, hosted, service provider or other similar basis; (d) remove or alter any copyright, trademark or proprietary notice in or on the Software; (e) study the Software for the purposes of developing a product which is similar to or competitive with the Software; (f) modify, translate or create any derivative works based on the Software; (g) disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that Customer runs (or has run) on the Software; (h) reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct the source code, object code or underlying structure, ideas, or algorithms of the Software; (i) allow use of the Software by anyone other than the Permitted Users; or (j) attempt to gain an unauthorized access to the Software or Services, acting to deny others access to the Software or Services, or (k) transmit content that harms or disrupts, or intends to harm or disrupt, another user’s device or would allow you or others to illegally access Software or Services or bypass security on devices, web sites, or servers, including but not limited to spamming,(l) copy any features, functions or graphics of the Software or Services(m) interfere with or disrupt the integrity and performance of the Software or Services, or (i) bypass any measures Ryussi may use to prevent or restrict access to the Software.

2.3.       Delivery. The Software shall be delivered by Ryussi to Customer with the help of an installable binary package file provided by Ryussi through an e-mail to the Customer or made available online.

3. Customer’s Responsibilities

3.1.    Compliance with laws – Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Software and Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.  acknowledges that Ryussi exercises no control over the content of the information transmitted by the Customer or the Permitted Users through the software. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other Intellectual Property Right without first obtaining the permission of the owner of such rights.

3.2.    Unauthorized Use; False Information-  Customer shall: (i) notify Ryussi immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Ryussi immediately and use reasonable efforts to stop any unauthorized use of the Software that is known or suspected by Customer or any Permitted Users, and (iii) not provide false identity information to gain access to or use the Software.

3.3.     Access- Customer shall be solely responsible for the acts and omissions of its Permitted Users. Customer shall ensure that the Permitted Users abide by this Agreement at all times while accessing the Software and using the Services Ryussi shall not be liable for any loss of data or functionality caused directly or indirectly by the acts or omissions of Permitted Users. Customer acknowledges that Customer is required to obtain Ryussi’s consent for any automatic processes/ integration or data migration done through the Software.

4. Proprietary Rights

4.1.       Intellectual Property. Title to and ownership of all copies of the Software whether in machine-readable (source, object code or other format) or printed form, Documentation, Minor Change, New Versions  and all related technical know-how and all rights therein (including without limitation all Intellectual Property Rights applicable thereto), belong to Ryussi and shall remain the exclusive property thereof. This Agreement does not grant Customer any rights, title and interest in and to Software, Documentation, its contents, and branding thereof including Ryussi’s Intellectual Property Rights. All rights not expressly granted to Customer are reserved by Ryussi.

4.2.       Ownership of Inventions. Except where explicitly provided in a Purchase Order, all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by Ryussi, solely or in collaboration with others, in the course of developing any custom feature for Customer will be the sole and exclusive property of Ryussi.

4.3.       License to Use Feedback. Customer grants to Ryussi a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Ryussi’s and/or Ryussi’s Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer  or its users relating to the operation of  Software  or  Services.

5. Services.

5.1.       Support and Maintenance Services. During the Subscription Term, upon payment of the applicable fees, Ryussi shall provide Customer with Support and Maintenance Services (“Support”) for the number of Subscriptions that Customer has purchased Support for, as specified on the applicable Purchase Order. Upon payment of applicable fees, Ryussi shall provide premium support plans. The terms of premium support plans will be governed by a separate agreement.

5.2.       Pursuant to receipt in full of the Support Fees as specified in the applicable Purchase Order, Ryussi shall provide Customer, during the applicable Subscription Term specified, with Support , in accordance with Ryussi’s policy, as may be amended by Ryussi from time to time, and available upon Customer’s request. It is hereby understood that Ryussi’s provision of the above Support  is contingent upon Customer’s proper use of the Software for which it was intended, and shall not apply to any damage caused by abuse, misuse, alteration, neglect, or unauthorized repair or installation, or by the use or attempted use of the Software other than that supplied and supported by Ryussi, or in the event that the Software is altered, modified or adjusted in any manner by any third party other than Ryussi.

5.3.       Support will include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, “Updates”) as Ryussi makes generally available to all Customers of the Software then entitled to Support. Ryussi may develop and provide Updates in its sole discretion, and Customer agrees that Ryussi has no obligation to develop any Updates at all or for particular issues. Customer further agrees that all Updates will be deemed as Software, and related documentation will be deemed as Documentation. Customer acknowledges that Ryussi may provide some or all Updates via download from a website designated by Ryussi and that Customer’s receipt thereof will require an internet connection, which connection is Customer’s sole responsibility. Ryussi has no obligation to provide Updates via any other media; however, Ryussi, in its sole discretion, may provide Updates via any other media upon Customer’s request. Support does not include any New Version or new release of the Software that Ryussi may issue as a separate or new product, and Ryussi may determine whether any issuance qualifies as a New Version, new release or Update in its sole discretion.

5.4.       Ryussi reserves the right to provide Support, including all or any Updates, on Customer’s registration of the copy of Software for which support is requested. Ryussi has no obligation to provide Support , including Updates: (a) if Customer is in breach under this Agreement; or (b) for any Software that has been modified other than by Ryussi, or that is being used with any hardware, software, configuration or operating system not specified in the Documentation or expressly authorized by Ryussi in writing.

5.5.        Customer understands and acknowledges that Ryussi shall cease to provide Support for the Software upon a particular version’s “end of life” on a 3 months prior written notice by Ryussi to the Customer.

6. Fees and Payment.

6.1.       Fees. All Fees due hereunder shall be set forth in the applicable Purchase Order agreed between the Parties.  Fees are: (a) fixed during the Subscription Term; (b) invoiced as stated in the applicable Purchase Order; and (c) non-cancelable and not refundable.

6.2.       Payment. The Fees shall be paid to Ryussi within fifteen (15) days of their due date. A service charge of 1.0% per month or the highest lawful interest rate, whichever is lower, shall be applied to all amounts which are not paid when due under the applicable Purchase Order, accruing from the due date. Any Fees and any interest thereon, that are unpaid as of the date of termination or expiration of the applicable Purchase Order will be immediately due and payable.

6.3.       Taxes. Unless otherwise provided or as required by the applicable jurisdiction, Fees do not include taxes, and Customer is responsible for paying all taxes associated with its purchases hereunder, excluding any taxes based on Ryussi’s net income or property.

6.4.       Payment Instructions.  Customer will make any and all payments to Ryussi as per the applicable Purchase Order in US Dollar(s). The Fees to be paid by Customer hereunder shall be paid as per instructions forwarded by Ryussi, without any withholding, deduction, offset, setoff, wire transfer charge or other charge.

6.5.       Suspension of Subscription. If any unpaid amount  by Customer under the applicable  Purchase Order or any other agreement for Subscription is overdue for more than sixteen (16) days from the due date, Ryussi may, without limiting Ryussi’s other rights and remedies, accelerate Customer’s unpaid fee obligations under such applicable Purchase Order so that all payments shall become immediately due and payable, and/ or suspend Customer’s use of Software and other Services related thereto, until such amounts are paid in full by Customer.

7. Confidentiality.

7.1.     “Confidential Information” shall mean information disclosed by Ryussi to the Customer and which includes, without limitation the Software, Documentation, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, software product and services and any such other oral or written information. Confidential Information does not include information which: a) is in the public domain; (b) was known to Customer of such disclosure or becomes known to Customer without breach of any confidentiality agreement; (c) is independently developed by Customer without violating any confidentiality obligations stated herein; (d) is disclosed pursuant judicial order or requirement of the governmental agency or by operation of law.

7.2.    The Customer shall keep Confidential Information and proprietary information and data received from Ryussi in strict confidence and shall not disclose it to any third parties except to a limited group of Customer’s directors, officers, agents, authorized representatives on a need-to-know basis. Customer will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of Ryussi’s Confidential Information as that Customer uses to protect its own information of a similar nature from unauthorized disclosure or use.

7.3.     Upon request by Ryussi, Customer shall within reasonable period return to Ryussi, all confidential information disclosed by Ryussi and all copies thereof all such information shall be and shall remain the sole property of Ryussi.

7.4.    The confidentiality obligations stated herein shall survive for a period of two (2) years from the date of termination or expiration of the applicable Subscription Term.

7.5.    The Customer agrees that any violation of the confidentiality obligations will cause irreparable injury to Ryussi, entitling Ryussi to obtain injunctive relief in addition to all legal remedies.

8. Representation and Warranty.

8.1.        Each Party hereby represents and warrants to the other Party that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it was incorporated or organized; and (ii) it has all requisite corporate power and authority to execute the applicable Purchase Order and perform its obligations under this Agreement.

8.2.       Ryussi warrants that the Software under normal use will conform substantially to its most current Documentation for ninety (90) days from the Effective Date of the Subscription Term (“Warranty Period”) to the extent that the Software is used in accordance with such Documentation.

8.3.       In the event the Software fails to perform as warranted in Section 8.1 above, Ryussi’s sole obligation, at Ryussi’s option, will be to:  1) correct the non-conforming Software within a reasonable time so that it conforms to the warranty, or 2) if the Documentation is in error, modify the Documentation to accurately reflect the Software’s intended functionality without substantially compromising its principal function, or 3) permit Customer to terminate the non-conforming Software Subscription and refund to Customer a pro-rata amount of the License Fee paid for the Subscription.

8.4.       This warranty does not apply to Software: 1) altered or modified by or on behalf of Customer, any modification of the Software by anyone other than Ryussi and/or its authorized contractors or partners voids the foregoing warranty on any portion of the Software modified or affected by such modification, 2) if Customer fails to implement other than the two most recent commercially available releases of the Software, 3) problems due to a failure or error of the underlying filesystem or operating  systems , 4) problems or errors caused by use in combination with hardware or software not supported by the Software,  5) problems or errors caused by use in combination with other software, 6) used other than in accordance with this Agreement or applicable  Documentation, or 7) problems caused by Customer’s negligent acts or omissions.

8.5.       EXCEPT FOR THIS EXPRESS WARRANTY SET OUT ABOVE , THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER,INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PUPROSE, OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. RYUSSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. RYUSSI, ITS AFFILIATES AND THEIR CHANNEL SALES REPRESENTATIVES AND THIRD-PARTY SOFTWARE SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN INCLUDING ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

8.6.    THE REMEDIES UNDER THIS SECTION 8 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY EXPRESS OR IMPLIED, PERTAINING TO THE SOFTWARE.

9. INDEMNITY

9.1.     Customer shall indemnify, hold harmless and defend Ryussi, its officers, agents, directors, affiliated  companies, and their employees, against all claims, losses, liabilities  costs or damages arising out of or in connection to (i) Customer’s breach of or violation of applicable laws and regulations or (ii) Customer’s use of the Software other than as permitted under this Agreement, iii)Customer’s breach of its confidentiality obligations iv)misuse of the Software by the Permitted Users, non-compliance or  breach of this Agreement by the Permitted  Users or v) a third party claim made against Ryussi for infringement or misappropriation based upon following conduct of the Customer: Customer’s combination or use of the Software with software, hardware, services, or products developed by the Customer or third parties, (vi) any personal injury, disease or death of any person(s), damage to or loss of any property caused by, arising out of or in any way connected with the performance of Services and work under this Agreement, including without limitation any injury, death or property damage caused by or attributable to (1) the negligence of Customer, its subcontractors, invitees or suppliers (including without limitation the respective employees, contractors or agents of the foregoing); or (2) where liability with or without fault is strictly imposed by operation of law, (v) any claims on Ryussi for any misuse or breach of any data privacy laws by the Customer, its subcontractors, invitees or suppliers (including without limitation the respective employees, contractors or agents of the foregoing).

10. Limitation Of Liability

NOTHWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL RYUSSI, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS OR AFFILIATES, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY  FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES OR LOSS OF ANY KIND, HOWSOEVER CAUSED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE EVEN IF RYUSSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. Term and Termination.

11.1.    Term. This Agreement   shall commence on the Effective Date and shall continue in force until terminated in accordance with this Section11.

11.2.    Purchase Orders. Each Purchase Order and Subscription thereunder shall commence on the applicable Effective Date and expire on expiration of the Subscription Term set forth therein. The expiration or termination for any reason of any individual Purchase Order or Subscription shall result in only the termination of the applicable Purchase Order and the Subscription. The provisions of this Agreement relating to the effects of termination shall apply to each Purchase Order as an independent contract.

11.3.    Termination Rights.  Either Party may terminate the applicable Purchase Order in the event that the other Party is in default of any of its material obligations hereunder and such default is not remedied within thirty (30) days of receipt of written notice thereof. Either Party may terminate the applicable Purchase Order immediately with a written notice to the other Party if the other Party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other Party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other Party or an order is made for the liquidation, dissolution or winding up of the other Party.

11.4.    Refund or Payment upon Termination. If the applicable Purchase Order  is terminated by Customer within the Warranty Period, Ryussi will refund to Customer the unused portion of any pre-paid Fees covering the remainder of the Subscription Term set forth in the relevant Purchase Order after the Effective Date of termination. Notwithstanding the foregoing, if the applicable Purchase Order is terminated after the warranty period, Ryussi will not be liable to refund any Fees. If the applicable Purchase Order terminated by Customer in accordance with Section 11.3 (Termination Rights), Customer shall promptly pay any unpaid Fees covering the remainder of the Subscription Term set forth on all Purchase Orders. In no event will termination relieve Customer of its obligation to pay any Fees due hereunder for the period prior to the Effective Date of termination.

11.5.    Effect of Termination; Surviving Provisions. Upon expiration or termination of a Purchase Order or Subscription, Customer’s License to the Software shall immediately cease under the applicable Purchase Order. Upon termination of the applicable Purchase Order as a whole Customer shall, at Ryussi’s option, immediately return or destroy Ryussi’s Confidential Information received hereunder in its possession or under its control.Customer understands and acknowledges that in the event Ryussi is required to provide any transition assistance after the termination of the applicable Order, such transition assistance will be at an additional cost as may be mutually agreed between the Parties.  .  Customer’s obligation to make payment of any unpaid Fees and the following  sections 0 (Definitions), 4.1 (Intellectual Property), 4.2 (Ownership of Inventions), 7 (Confidentiality), 9 (Indemnity)  10 (Limitation of Liability), 11 (Term and Termination),12 (Audit Rights) and 15 (General) shall survive termination or expiration of this Agreement.

12. Audit Rights

Ryussi shall have the right to audit the Customer, during usual business hours and upon reasonable prior notice, in order to verify that the Software is being used in compliance with this Agreement. Notwithstanding anything to the contrary contained herein, Ryussi shall be entitled to introduce patches and / or other programs to monitor the Customer’s usage of the Software, in order to ensure that the Customer’s usage of the Software is in accordance with this Agreement. In the event of the Customer’s usage exceeds permitted usage the patches and / or other programs introduced by Ryussi might make the Software unusable. If the audit reveals the Customer’s use of the Software is in excess of the Subscriptions purchased, Customer shall immediately pay the applicable Fees for such additional usage and if the audit reveals a discrepancy of 5% or more, Customer shall pay the cost of the audit to Ryussi.

13. Governing Law.

13.1.    This Agreement shall be construed and governed by the laws of the State of California, USA.

13.2.    The Parties shall resolve any difference or dispute arises out of this Agreement the same shall be first resolved by way of an escalation to the designated account manager of the other Party. In the event the escalated issue remains unresolved within 30 days from the date of its reporting, then Parties agree to form a committee comprising one representative from each side to resolve the issue within 7 days. If such escalation process fails, then all disputes arising from or related to this Agreement shall be resolved by arbitration.

14. Cloud Usage.

14.1.    Use of Software in cloud environment may subject Customer to terms and conditions and fees from the cloud provider. Customer is responsible for compliance with all terms and conditions between Customer and any cloud provider. Ryussi disclaims all liability arising out of disputes between Customer and cloud provider.

15. General.

15.1.     Assignment. The Customer shall not assign the applicable Purchase Order without the prior written consent of Ryussi. Ryussi may assign the applicable Order in conjunction with the sale of substantial assets, divestiture, merger or amalgamation, or to its affiliate, and may delegate or subcontract its duties. Any unauthorized assignment of the applicable Order is void. Assignment shall mean to include any incidence of change in control or management of the Customer.

15.2.     Waiver. Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement by Ryussi shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy by Ryussi. No single or partial exercise of any right or remedy provided under this Agreement by Ryussi or by law shall preclude or restrict the further exercise of that or any other right or remedy by Ryussi.

15.3.    Notices. Any notices required under the applicable Purchase Order  shall be given in writing, shall reference the applicable Purchase Order  and shall be deemed to have been delivered and given: (a) 2 business days when delivered personally; (b) 5 business days after having been sent by registered or certified mail, return receipt requested; or (c) 5 business days after deposit with a commercial overnight courier, with written verification of receipt. All communications shall be sent to the addresses set forth in the applicable Purchase Order preamble of this Agreement or to such other address as may be designated by a Party by giving written notice to the other Party.

15.4.    Force Majeure. Except for any payments due hereunder, neither Party shall be responsible for delay or failure in performance caused by any government act, law, regulation, order or decree, by communication line or power failures beyond its reasonable control, or by fire, flood or other natural disasters or by other causes beyond its reasonable control, nor shall any such delay or failure be considered to be a breach of this Agreement.

15.5.    No Partnership or Joint Venture. In performing their respective duties under this Agreement Ryussi and Customer will be operating as independent contractors and neither Party is the legal representative, agent, joint venture, partner, or employee of the other Party for any purpose whatsoever.

15.6.    Publicity.  Customer agrees that Ryussi may reference Customer as a Customer of Ryussi, but Ryussi will not emphasize Customer more than any other Ryussi’s customer.

15.7.     Order of Precedence. If there is any conflict between a Purchase Order and this Agreement, this Agreement shall prevail, except to the extent the Purchase Order expressly modifies any specified provisions of this Agreement in which case such modified provisions will prevail over the Agreement only with respect to such a Purchase Order. Any other Agreement referring to a Purchase Order in an invoice or any other document shall not be valid or apply to this engagement between the Parties. 

15.8.    Provision Severability. In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of this Agreement shall remain in full force and effect and bind the Parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the Parties, such terms and conditions shall be deemed not to be a part of this Agreement.

15.9.    Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersede any prior agreements between the Parties with respect to such subject matter.