Poly API Corporation
Last Updated: June 2026
THIS MASTER SERVICE AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR SUBSCRIPTION TO AND USE OF THE POLY API CORPORATION (“POLY”) PRODUCTS AND SETS FORTH THE TERMS UNDER WHICH YOU MAY ENGAGE POLY TO PERFORM PROFESSIONAL SERVICES AND PROVIDE DELIVERABLES RELATED TO SUCH PRODUCTS. BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND WILL BE REFERRED TO AS “YOU” OR “CUSTOMER” IN THIS AGREEMENT. POLY AND CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS OR PROFESSIONAL SERVICES.
This Agreement was last updated on June 1, 2026. It is effective between You and Poly as of the date You accepted this Agreement (the “Effective Date”). All section headings used herein are for convenience only and shall not be used to interpret any section of this Agreement.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions.
1.1 “Administrator” is an individual who has been granted administrative permissions by Customer to the Products in order to set-up, modify and suspend the Products, each as applicable.
1.2 “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.3 “API” means an application programming interface.
1.4 “Authorized Users” means any Administrator and individuals who are authorized by Customer to use the Products including, but not limited to, employees, consultants, contractors and agents of Customer.
1.5 “Confidential Information” is as defined in Section 6 (Confidentiality).
1.6 “Customer” shall include the entity listed in the preamble to this Agreement and any Affiliate of Customer that may execute an Order Form under this Agreement. For purposes of clarity, Customer and its Affiliates may execute Order Forms under this Agreement. When an Affiliate of the Customer identified above signs an Order Form under this Agreement, the Affiliate shall be considered the Customer for purposes of such Order Form and shall be bound by the terms and conditions of this Agreement.
1.7 “Customer Materials” means any documents, data, information, specifications, instructions, software and other materials provided by Customer in connection with the Professional Services.
1.8 “Deliverables” shall mean, as applicable, those materials and/or solutions that are developed or configured by Poly for Customer pursuant to an Order Form that are expressly identified as “Deliverables” on the Order Form, which may include the specific flows, integrations, orchestrations, microservices, configurations, mappings, custom functions, or other customer-specific artifacts. Deliverables may incorporate or rely upon Poly IP but do not include the Products or any underlying Poly IP.
1.9 “Documentation” means Poly’s then current on-line user’s manuals made generally available by Poly and provided to Customer along with the Products.
1.10 “Fees” is as defined in Section 5.1 (Fees).
1.11 “Intellectual Property Rights” means all existing and future worldwide copyrights (including, without limitation, rights in audiovisual works and moral rights), trademarks, service marks, trade names, patents, patent applications (including, without limitation, all reissues, divisions, renewals, extensions, continuations and continuations-in-part), inventions (whether patentable or not), trade secrets, know-how, Confidential Information and any other proprietary information whether arising under the laws of the United States, or any other country, state or jurisdiction.
1.12 “License Key” means a key provided to Customer by Poly that is used to set up the functionality and permitted scope of use of the Products in accordance with the terms of this Agreement and any applicable Order Form.
1.13 “License Term” means the earlier of the duration of the license for Products as stated in the Order Form, or any shorter term arising from a termination or expiration of this Agreement.
1.14 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.15 “Order Form” means any ordering document for Customer’s purchases from Poly that is executed hereunder by both Parties from time to time. Each Order Form that has been signed by authorized representatives of each Party incorporates this Agreement by reference. An Order Form may or may not be required for download, access and/or use of the Products.
1.16 “Poly IP” means (a) all proprietary technology, methodologies, software, tools, templates, configurations, documentation, know-how, and other materials owned or controlled by Poly prior to the applicable Order Form; (b) software, utilities, libraries, frameworks, algorithms, techniques, and other intellectual property of general applicability or general industry use; and (c) any improvements, enhancements, derivative works, or modifications to any of the foregoing described in (a) and (b), whether created in connection with Professional Services, Deliverables, or otherwise. Poly IP expressly excludes Customer Materials.
1.17“Products” means the PolyAPI platform and related software and services, including its hosted runtime environment, server and client functions framework, SDK generation services, APIs, catalog and configuration services, credential management services, management interfaces, and other generally available platform capabilities. Customer’s right to access and use the Products shall be limited to the scope identified in the applicable Order Form.
1.18 “Professional Services” shall mean all assistance provided by Poly to Customer towards completion of the Deliverables, and/or any design, development and other services set forth in an Order Form.
1.19 “SDK” means the software development tools, including, but not limited to, sample code, documentation and APIs, made available to Customer when the Products are downloaded or accessed.
1.20 “Support Services” means those maintenance and support services that Customer obtains from Poly set forth in Section 3.5 (Support for Products).
1.21 “Term” is as defined in Section 12.1 (Term of Agreement).
1.22 “User Content” is as defined in Section 8 (User Content).
2. Overview and Ordering
2.1 Overview. This Agreement (a) governs Customer’s subscription to and use of the Products, and (b) sets forth the terms under which Customer may engage Poly to perform Professional Services and deliver customer-specific Deliverables related to such Products.
2.2 Order Forms. Customer and its Affiliates may place orders under this Agreement by signing Order Form(s).
3. Provision and Use of the Products.
3.1 Provision of the Products. Subject to the terms and conditions of this Agreement and the applicable Order Form, including without limitation the payment of all applicable Fees, Poly hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15.10) right to access and use the Products during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein and the applicable Documentation. Such use is limited to Customer’s internal use. Customer agrees that its purchase of the Products is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Poly with respect to future functionality or features. Poly may modify the Products in order to comply with applicable law, rule, or regulation.
3.2 Accounts and Registration. To access some features of the Products, Customer may have to register for an account and may be required to provide Poly with information such as name, email address, address, or other contact information. Customer agrees that the information provided to Poly is accurate, complete, and not misleading, and that Customer will keep it accurate and up to date at all times. When registering, Customer may be asked to create a password and may be issued License Keys. Customer is solely responsible for maintaining the confidentiality of its account, password, and License Keys, and Customer accepts responsibility for all activities that occur under its account. If Customer believes that its account is no longer secure, then Customer should immediately notify Poly at support@polyapi.io. Customer represents and warrants that it is not (and no employee, contractor, or agent of Customer is) creating additional accounts for the purposes of circumventing usage limitations or other restrictions in this Agreement.
3.3 Authorized Users. Customer is responsible and liable for all activities that occur in any Authorized Users’ accounts and for compliance with this Agreement by any such Authorized Users. If Customer becomes aware of any violation of Customer’s obligations under this Agreement by any Authorized User, Customer will immediately notify Poly and work with Poly to immediately terminate access of such Authorized User to the Products.
3.4 Use Guidelines; Restrictions. Customer shall (a) use the Products solely for its business purposes of creating and operating integrations, orchestrations and new microservices, in each case in accordance with this Agreement and any related Order Form (including any additional requirements and/or restrictions as set forth in such Order Form), (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Products, and notify Poly promptly of any such unauthorized access or use; and (c) comply with all applicable local, state, federal and foreign laws in using the Products. Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, host, operate as a service bureau or managed service, or otherwise commercially exploit or make the Products available to any third party, other than to Authorized Users or as otherwise contemplated by this Agreement; (ii) modify, copy, adapt, alter, translate or create derivative works of the Products; (iii) frame or mirror any content forming part of the Products, other than on Customer’s own intranets or otherwise for its own internal business purposes; (iv) interfere with security-related features of the Products, including by disabling or circumventing features that prevent or limit use, printing or copying of any content; (v) interfere with or disrupt the integrity or performance of the Products or the data contained therein or any user’s enjoyment of the Products, including by: (A) uploading or otherwise disseminating any Malicious Code; (B) making any unsolicited offer or advertisement to another user of the Products; (C) collecting personal information about another user or third party without consent; or (D) interfering with or disrupting any network, equipment, or server connected to or used to provide the Products; (vi) attempt to gain unauthorized access to the Products or its related systems or networks or use the Products in connection with the creation or distribution of code that is designed to disrupt, damage, or gain unauthorized access to a computer system; (vii) reverse engineer, decompile or disassemble the Products (or otherwise attempt to derive the source code for the Products except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation); (viii) access, search, or otherwise use any portion of the Products through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Poly; (ix) knowingly take any action that would cause the Products (including a License Key) to be placed in the public domain; (x) remove, alter, or obscure any proprietary notices of Poly, its licensors or supplier included in the Products; (xi) violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (xii) use the Products to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy rights, or otherwise harass, threaten, demean, embarrass, bully, or otherwise harm any individual; (xiii) harvest or scrape of any content of the Products or any related system or service; (xiv) access the Products in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Products; (xv) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission; (xvi) use the Products in a way that violates the Usage Policies of OpenAI (available at https://openai.com/policies/usage-policies); (xvii) mining any cryptocurrency or other activities involving “proof-of work”, or any similar activities; (xviii) use the Products for any illegal purpose or in violation of any local, state, national, or international law; or (xix) attempt to do any of the acts described in this Section 3.4 (Use Guidelines; Restrictions) or assist or permit any person (including any Authorized User) in engaging in any of the acts described in this Section 3.4 (Use Guidelines; Restrictions).
3.5 Support for Products. Poly will provide those Support Services for the Products in accordance with Poly’s then-current support policy (the “Support Policy”).
3.6 Suspension of Products. Poly reserves the right to suspend Customer’s or any Authorized User’s access to or use of the Products if: (a) Customer is delinquent on any payment obligations for more than thirty (30) days; (b) Poly reasonably believes that suspension of the Products is necessary to comply with the law or requests of governmental entities; (c) Poly determines that Customer’s use of the Products in violation of this Agreement, or the transmission of any of Customer’s User Content, poses any security or vulnerability risk to Poly or the Products; or (d) Customer’s use of the Products in violation of this Agreement may subject Poly or any third party to any liability to a third party. If Poly suspends Customer’s right to access or use any portion or all of the Products, Customer remains responsible for all fees and charges Customer has incurred through the date of suspension, and during such suspension if suspended pursuant to clause (a), (c) or (d) above. Poly’s right to suspend Customer’s or any Authorized User’s access to or use of the Products is in addition to Poly’s right to terminate this Agreement under Section 12 (Term & Termination).
4. Professional Services
4.1 Poly Responsibilities
(a) Poly will complete and deliver to Customer all items identified as Deliverables and will perform all Professional Services in the Order Form(s). Customer will have no responsibility for payment for Deliverables or Professional Services unless pursuant to an Order Form.
(b) Poly will use commercially reasonable efforts to complete the Deliverables and/or perform the Professional Services by any applicable dates set forth in the Order Form(s) (the “Target Dates”).
(c) Poly will perform all Professional Services under this Agreement in compliance with all applicable federal, state and local laws and regulations.
(d) In the event that Poly has on-site or remote access to Customer systems or networks in connection with the Professional Services hereunder, Poly will comply with Customer’s security requirements.
4.2 Customer Responsibilities
(a) Customer will make available in a timely manner for Poly’s use, at no charge to Poly, all technical data, computer facilities, programs, files, documentation, test data, sample output or other information, resources and personnel required by Poly for the performance of the Professional Services and/or completion of the Deliverables under this Agreement and the Order Form(s). Customer will take all reasonable efforts as may be required by Poly to ensure that the Professional Services and any Deliverables are rendered in accordance with any Target Dates set forth in an Order Form.
(b) Customer will be responsible for, and assumes the risk of any issues or problems resulting from (i) the content, accuracy, completeness or consistency of all Customer computer facilities, programs, files, documentation, test data, sample output or other information and resources, and (ii) the competence of the personnel supplied by Customer.
(c) If required for the performance of the Professional Services and/or completion of the Deliverables, Customer will provide, at no charge to Poly, reasonable office space and equipment at Customer’s facilities as Poly requires in performing the Professional Services and/or completing the Deliverables under the Order Form(s).
(d) Customer represents and warrants that it has obtained, or will obtain prior to Poly’s performance of the Professional Services or development of the Deliverables, all third-party consents, approvals, authorizations, licenses and permissions (collectively, the “Required Consents”) necessary for Poly to perform the Professional Services and/or develop the Deliverables under this Agreement and the SOWs. Customer shall indemnify, defend and hold Poly harmless from all claims and liability arising from Customer’s failure to obtain any Required Consents required by this Section 4.2(d).
4.3 Delays. Customer and Poly acknowledge that the successful completion of the Professional Services and the meeting of any Target Dates specified in an Order Form are contingent upon timely completion of activities by Customer and Poly as contemplated by the Parties under this Agreement including, without limitation, those activities designated in Sections 4.1 and 4.2, and/or any additional Customer or Poly obligations set forth in the applicable Order Form. A Party shall immediately notify the other Party in writing as soon as it becomes aware of any developments that may delay performance of any Professional Services and/or delay any Target Dates set forth in the relevant Order Form. In the event that any such delays (a) are in breach of either Party’s obligations under Sections 4.1 and 4.2 or any additional obligations contained in an Order Form, and (b) result in a modification of the Target Dates in excess of 45 days, the non-breaching Party shall have the right to terminate the applicable Professional Services.
4.4 Suspension of Professional Services. Notwithstanding any other provision of this Agreement, Poly may, in its sole discretion, suspend the performance of the Professional Services and/or the delivery of a Deliverable if: (a) Customer materially breaches any of its obligations under this Agreement including, without limitation, failure by Customer to pay any amount under this Agreement in accordance with Section 5 (Fees & Payment) or (b) Poly determines that Customer may be unable to make any scheduled or expected payment. Any such suspension by Poly: (i) will not constitute termination of this Agreement or any Order Form (and Customer will continue to be bound by its obligations under this Agreement); (ii) will be deemed to modify the Target Date outward to the same extent as the period of delayed payment, performance or other material breach, without penalty to Poly; (iii) will entitle Poly to reimbursement by Customer for any and all costs and expenses incurred by Poly in connection with any such suspension; and (iv) may be cancelled or revoked in Poly’s sole discretion. Without limiting the foregoing, any such suspension will be considered a delay caused by Customer pursuant to Section 4.3.
4.5 Training and Installation Services. In the event that Customer requires any training, administration and/or installation services with respect to the Products, any such services and related fees shall be included in an Order Form.
4.6 Support Services. If applicable, Support Services for Deliverables will be set forth on an Order Form.
5. Fees & Payment
5.1 Fees. Customer shall pay all fees specified in any Order Forms hereunder or as otherwise specified during the registration process (the “Fees”). Except as otherwise provided, all fees are quoted and payable in United States dollars. Except as otherwise specified herein or in an Order Form, for all Product purchases fees are based on the Products purchased and not actual usage, payment obligations are non-cancelable, and fees paid are non-refundable. In the event that Customer is purchasing a subscription based on usage and Customer’s actual usage exceeds the amount purchased by Customer, the overage charges outlined in the Order Form will apply and Poly will invoice Customer for such overage charges as incurred or as otherwise stated in an Order Form.
5.2 Invoicing & Payment. If available, Customer may elect to pay Fees upfront during the registration process. All other Fees (including if Customer chooses during the registration process to be invoiced) will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in an Order Form, charges are due net thirty (30) days after receipt of the invoice. Customer is responsible for maintaining complete and accurate billing and contact information.
5.3 Late Payment. If Customer fails to make any payment when due, in addition to all other remedies that may be available: (a) Poly may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (b) Customer shall reimburse Poly for all costs incurred by Poly in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.
5.4 Taxes. Poly’s invoices shall include any applicable direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, above and beyond the Fees, excluding taxes based on Poly’s net income or property, unless Customer provides Poly with a valid tax exemption certificate authorized by the appropriate taxing authority. Unless otherwise stated, all prices set forth on an Order Form are exclusive of Taxes.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed or made available to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Products, the Poly IP, pricing, business and marketing plans, business processes and other business information, technology and technical information, financial results and information, product designs, product roadmaps, results of penetration testing, security reports or audits, support information, customer and vendor related data, trade secrets, strategies, techniques, drawings, specifications, research and development, ideas, inventions, know-how data, and patent disclosures. Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Confidentiality. Each Receiving Party agrees to: (a) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of the Disclosing Party’s Confidential Information as it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care; and (b) hold the Disclosing Party’s Confidential Information in strict confidence and not use, sell, copy, transfer, reproduce, or divulge the Disclosing Party’s Confidential Information to any third party, except as set forth herein or to those Receiving Party employees, contractors, and agents who: (i) have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder; and (ii) are obligated to comply with use and non-disclosure provisions no less restrictive than those set forth in this Agreement.
6.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
7. Ownership.
7.1 Products. Subject to the limited rights expressly granted hereunder, Poly reserves all rights, title and interest in and to the Products (and any enhancements, modifications, or derivative works thereof), including all related Intellectual Property Rights. The visual interfaces, graphics, design, compilation, APIs, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Products provided by Poly (“Materials”) are protected by intellectual property and other laws. All Materials included in the Products are the property of Poly or its third-party licensors. Except as expressly authorized under this Agreement, Customer (and its Authorized Users) may not make use of the Materials. No rights or implied licenses are granted to Customer hereunder other than as expressly set forth herein.
7.2 Feedback and Suggestions. If Customer or its Authorized Users provide any suggestions, enhancement requests, problems with or proposed modifications or improvements to the Products, recommendations or other feedback relating to Poly or the Products (“Feedback”), Poly shall have an unrestricted, fully-paid, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to exploit the Feedback in any manner and for any purpose, including to improve the Products and create other products and services. Poly has no obligation to provide Customer with attribution for any Feedback provided.
7.3 Deliverables. Poly and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein. Subject to payment of the fees set forth on the Order Form, Poly hereby grants Customer a limited, worldwide, perpetual, irrevocable, non-exclusive and fully-transferable license (with a right to sub-license) to use, display, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit the Deliverables. All other rights in and to the Deliverables are expressly reserved by Poly.
7.4 Customer Materials. Customer is the sole and exclusive owner of all right, title, and interest in and to the Customer Materials, including all Intellectual Property Rights therein. Customer grants Poly and its contractors and agents a limited, non-transferable (subject to Section 15.10 (Assignment)), non-sublicensable, nonexclusive right during the term of this Agreement to use, reproduce, modify, prepare derivative works of, perform, display, transmit, make, have made and import any Customer Materials provided by Customer to Poly or its contractors or agents as necessary or useful to complete the Deliverables and/or perform the Professional Services under this Agreement. All other rights in and to the Customer Materials are expressly reserved by Customer.
7.5 Poly IP. Poly and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Poly IP, including all Intellectual Property Rights therein. Poly hereby grants Customer a limited, non-transferable (except in accordance with Section 15.10 (Assignment)), non-sublicensable, non-exclusive license to use and reproduce any Poly IP to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables solely for Customer’s internal business use in conjunction with Customer’s use of the Products and solely for so long as Customer is authorized to use such Products pursuant to any underlying license agreement. All other rights in and to the Poly IP are expressly reserved by Poly. Poly may use, for any purpose, any information in intangible form (e.g., ideas, concepts, techniques, know-how), which may be retained by Poly personnel providing the Professional Services, to the extent such information does not contain any Confidential Information of Customer.
8. User Content.
8.1 User Content Generally. Certain features of the Products may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Upload”) content to the Products, including folders, data, text, code, and any other works of authorship or other works (“User Content”). Customer may only use the storage functionality of the Products to store custom function code (compiled or uncompiled), variable values, dependencies, and related configuration and meta-data, as necessary to execute Customer code on the Products (per the Documentation). Any other use, including but not limited to, using the Products for the purpose of hosting generally accessible content for download or storage, is not permitted, and may result in Poly deleting Customer’s User Content or suspending Customer’s access to the Products.
8.2 User Content Representations and Warranties. By providing User Content via the Products, Customer affirms, represents, and warrants that:
(a) Customer is the creator and owner of the User Content, or has the necessary licenses, rights, consents, and permissions to authorize Poly and users of the Products to use and distribute Customer’s User Content as necessary to exercise the licenses granted by Customer in this Section, in the manner contemplated by Poly, the Products, and this Agreement;
(b) Customer’s User Content, and the Uploading or other use of Customer’s User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Poly to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(c) Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer’s User Content.
8.3 User Content Disclaimer. POLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT. CUSTOMER IS SOLELY RESPONSIBLE FOR CUSTOMER’S USER CONTENT AND THE CONSEQUENCES OF PROVIDING USER CONTENT VIA THE PRODUCTS. POLY IS UNDER NO OBLIGATION TO EDIT OR CONTROL USER CONTENT THAT CUSTOMER OR OTHER USERS UPLOAD AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR USER CONTENT. Poly may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in Poly’s sole judgment violates this Agreement, is alleged to violate law or the rights of third parties, or is otherwise objectionable.
9. Warranties & Disclaimers.
9.1 General Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.
9.2 Products Warranty. Poly warrants that the Products, as delivered to Customer, will substantially conform to the applicable Documentation during the License Term. Customer must notify Poly of a claim under this warranty within 45 days of the date on which the condition giving rise to the claim first appeared. To the extent permitted by law, Customer’s sole and exclusive remedy and Poly’s sole liability under or in connection with this warranty will be a replacement of the Products, or if replacement is not commercially reasonable, a termination of the applicable Products and a refund of any pre-paid fees for the unused portion of the license (calculated at the date of termination) for the applicable Products.
9.3 Deliverable Warranty. With respect to each Deliverable, Poly warrants that such Deliverable will substantially conform to any applicable functional specifications for such Deliverable that are described in the applicable Order Form for 90 days following the date of delivery of such Deliverable to Customer. Customer must make these warranty claims to Poly within this 90-day period. To the extent permitted by law, Customer’s sole and exclusive remedy and Poly’s sole liability under or in connection with this warranty will be, at Poly’s option and expense: (a) replace or modify such Deliverable with a Deliverable that performs as expressly warranted in this Section; or (b) if Poly determines that the foregoing is not commercially reasonable, accept return of such Deliverable and refund to Customer any prepaid fees associated with such Deliverable under the applicable Order Form. The foregoing limited warranty does not cover repair or replacement of or refunds for any Deliverable if the nonconformity to such limited warranty is caused, in whole or in part, by: (i) alteration, modification or correction other than by Poly; (ii) software, hardware or interfacing not provided or specified in the applicable Order Form by Poly; (iii) abuse, misuse or improper installation; or (iv) a change to Customer’s computing environment that would affect the specific Deliverable.
9.4 Professional Services Warranty. For all Professional Services, Poly guarantees good and professional workmanship in accordance with generally accepted professional standards for work of this nature and that it has the full legal right and authority to perform the Professional Services contemplated hereunder. Customer must notify Poly in writing of any breach of this warranty within 30 days of performance of such Professional Services. To the extent permitted by law, Customer’s sole and exclusive remedy for breach of this warranty and Poly’s sole liability under or in connection with this warranty will be re-performance of the relevant Professional Services.
9.5 Disclaimers. THE EXPRESS WARRANTIES IN THIS SECTION 9 (WARRANTIES & DISCLAIMERS) ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS, PROFESSIONAL SERVICES, AND DELIVERABLES. POLY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. POLY DOES NOT WARRANT THAT THE PRODUCTS OR ANY PORTION OF THE PRODUCTS, ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS, THE PROFESSIONAL SERVICES OR THE DELIVERABLES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND POLY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. CUSTOMER AGREES THAT ITS USE OF THE PRODUCTS AND DELIVERABLES IS AT ITS OWN DISCRETION AND RISK, AND THAT POLY IS NOT RESPONSIBLE FOR ANY PROPERTY DAMAGE (INCLUDING TO THE COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 9.5 (DISCLAIMERS) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Poly does not disclaim any warranty or other right that Poly is prohibited from disclaiming under applicable law.
10. Indemnification.
10.1 Indemnification by Poly. Subject to the terms of the Agreement, Poly will defend at its own expense any action against Customer brought by a third party alleging that the Products or Deliverables, in each case, as delivered, infringe any U.S. patents or any copyrights or misappropriate any trade secrets, in each case, of a third party, and Poly will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer: (a) notifying Poly promptly in writing of such action; (b) giving Poly sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Poly’s request and expense, assisting in such defense. If the Products or Deliverables become, or in Poly’s opinion are likely to become, the subject of an infringement claim, Poly may, at its option and expense, either: (i) procure for Customer the right to continue using the infringing Products or Deliverables; (ii) replace or modify the infringing Products or Deliverables so that they become non-infringing; or (iii) terminate this Agreement and refund Customer any unused, prepaid fees for the infringing Products or Deliverables covering the remainder of the subscription term after the date of termination. Notwithstanding the foregoing, Poly will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon: (A) any use of the Products or Deliverables not in accordance with this Agreement; (B) any use of the Products or Deliverables in combination with products, equipment, software, or data not supplied or approved in writing by Poly if such infringement would have been avoided but for the combination with other products, equipment, software or data; (C) any use of a prior release of the Products after a more current release has been made available to Customer; or (D) any modification of the Products or Deliverables by any person other than Poly or its authorized agents or subcontractors or as approved in writing by Poly. This Section 10.1 states Poly’s entire liability and the Customer’s exclusive remedy for any claims of infringement.
10.2 Indemnification by Customer. To the fullest extent permitted by law, Customer is responsible for its, and its Authorized Users’, use of the Products, and Customer will defend at its own expense any action against Poly, its Affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Poly Entities”) brought by a third party (including any Authorized User) alleging that (a) Customer’s User Content or Poly’s possession or use of Customer’s User Content, (b) Customer’s (or an Authorized User’s) use of the Products in violation of this Agreement, or (c) any action by Customer referred to in clauses (A)-(D) of Section 10.1 (Indemnification by Poly) above, infringes, violates, or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party, and Customer will pay those costs and damages finally awarded against the Poly Entities in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Poly: (i) notifying Customer promptly in writing of such action; (ii) giving Customer sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at Customer’s request and expense, assisting in such defense.
11. Limitation of Liability.
11.1 Limitation of Liability. POLY’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE LESSER OF $50,000 OR THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
11.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL POLY HAVE ANY LIABILITY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, OR (C) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. Term & Termination.
12.1 Term of Agreement. This Agreement commences on the Effective Date and continues for as long as Customer is legally permitted by Poly to use the Products, as evidenced by the subscription term set forth in any related Order Form (and any subsequent Order Forms) or as otherwise agreed to by Poly in writing (the “Term”).
12.2 Termination for Cause. Either Party may terminate this Agreement for cause: (a) upon thirty (30) days written notice of a material breach of this Agreement by the other Party if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Poly may also terminate this Agreement for cause if any act or omission by Customer or any Authorized User results in a suspension described in Section 3.6 (Suspension of Products).
12.3 Termination for Change in Law. In the event that any law or regulation enacted, promulgated or amended after the date of the Agreement or any interpretation of law or regulation by a court or regulatory authority of competent jurisdiction after the date of the Agreement (collectively “Change in Law”) renders any provision of the Agreement illegal or unenforceable or materially affects the ability of Poly to perform its obligations under the Agreement, then Poly may request renegotiation of the applicable terms of the Agreement by written notice to Customer. Both Parties agree to negotiate in good faith an amendment that preserves the original reasonable expectation of the Parties to the extent possible in a manner consistent with the Change in Law. If no such amendment can be agreed upon in the reasonable opinion of either Party within sixty (60) days of receipt of such notice, then Poly may terminate the Agreement upon an additional 30 days written notice.
12.4 Effects of Termination. Upon expiration or termination of this Agreement: (a) all rights to use the Products granted in this Agreement will immediately cease to exist; (b) Customer must promptly discontinue all use of the Products and related Confidential Information, erase all copies of the Products and related Poly Confidential Information from Customer’s computers whether or not modified or merged into other materials, and return to Poly, or at Poly’s request, destroy, all copies of the Products and related Confidential Information in Customer’s possession or control and certify in writing to Poly that Customer has fully complied with these requirements; (c) Poly shall immediately cease all work in progress, notify any subcontractors to stop work and await instructions from Customer as to how to conduct any winding down of open Deliverables during the thirty (30) days following notice; (d) Poly shall turn over to Customer all materials, information and Deliverables prepared or developed as a result of this Agreement, including all works in process and any Customer Materials and Customer Confidential Information held by or on behalf of Poly, together with all copies thereof, or at Customer’s request, destroy, all Customer Materials and related Customer Confidential Information in Poly’s possession or control and certify in writing to Customer that Poly has fully complied with these requirements.
12.5 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Poly prior to the effective date of termination. If this Agreement is terminated by Poly for cause, Customer shall remain responsible for any payments set forth on any outstanding Order Forms, regardless of whether such amounts have been invoiced or are payable at the time of such termination. If this Agreement is terminated by Customer for cause, Poly shall refund Customer any unused, prepaid fees covering the remainder of the subscription term after the date of termination.
12.6 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 3.4 (Use Guidelines; Restrictions), 5 (Fees & Payment), 6 (Confidentiality), 7 (Ownership), 8.2 (User Content Representations and Warranties), 8.3 (User Content Disclaimer), 9.5 (Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), 12 (Term & Termination), 13.2 (Disclaimers & Limitations), 14 (Third-Party Terms; Open Source) and 15 (General Provisions).
13. Trial Products & Beta Versions.
13.1 Trial Products & Beta Versions. If Poly provides Customer with a free, trial, evaluation or developer license to the Products (the “Trial Products”) or a beta, preview or other pre-release Products or features (the “Beta Versions”), Customer agrees to use the Trial Products and Beta Versions (a) solely for internal evaluation purposes, (b) in accordance with the use guidelines and restrictions set forth in Section 3.4 (Use Guidelines; Restrictions), and (c) for the period designated in the Order Form or otherwise agreed to in writing by Poly (the “Trial Period”). Any use of the Trial Products and/or Beta Versions during a Trial Period is limited solely to non-production use. At the end of the Trial Period, Customer’s right to use the Trial Products and/or Beta Versions automatically expires and Customer agrees to uninstall the Trial Products and Beta Versions and return to Poly all copies or partial copies of the Trial Products and Beta Versions or certify to Poly in writing that all copies or partial copies of the Trial Products and/or Beta Versions have been deleted from Customer’s computer libraries and/or storage devices and destroyed. If Customer desires to continue its use of the Trial Products and/or Beta Versions beyond the Trial Period, Customer may contact Poly to acquire a license to such Trial Products and/or Beta Versions for the applicable fee. Poly reserves all rights, title and interest in and to the Trial Products and Beta Versions (and any enhancements, modifications, or derivative works thereof), including all related Intellectual Property Rights.
13.2 Disclaimers & Limitations. ANY TRIAL PRODUCTS AND BETA VERSIONS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. POLY DISCLAIMS ANY AND ALL LIABILITY FOR CUSTOMER’S USE OF THE TRIAL PRODUCTS AND BETA VERSIONS. Poly does not provide support for Trial Products or Beta Versions. Trial Products and Beta Versions may be subject to reduced or different security, compliance and privacy commitments. The following Sections of this Agreement shall not apply to Trial Products and Beta Versions: 3.5 (Support for the Products), 9.2 (Products Warranty) 10.1 (Indemnification by Poly) and 11.1 (Limitation of Liability). POLY’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY USE OF TRIAL PRODUCTS AND/OR BETA VERSIONS SHALL NOT EXCEED $50.00.
14. Third-Party Services; Open Source.
14.1 Third-Party Services. As used in this Agreement, “Third-Party Services” means any of the following:
(a) third-party products, services, platforms and applications for which Customer uses the Products to interface;
(b) third-party tools or services that are embedded within the Products; and
(c) links within the Products to third-party websites.
14.2 By accessing or using Third Party Services, Customer hereby authorizes Poly to transfer Customer’s information to the applicable Third-Party Services. Customer is responsible for complying with any applicable terms and conditions, including payment of applicable fees, for any Third-Party Services used by Customer in conjunction with the Products. THIRD-PARTY SERVICES ARE NOT UNDER POLY’S CONTROL, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, (A) POLY MAKES NO WARRANTY REGARDING THE OPERATION OR FUNCTIONALITY OF SUCH THIRD-PARTY SERVICES, (B) POLY IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICE’S USE OF CUSTOMER’S EXPORTED INFORMATION, (C) POLY DOES NOT GUARANTEE THAT THE PRODUCTS WILL INTEROPERATE WITH ANY PARTICULAR THIRD-PARTY SERVICE AND (D) POLY’S SUPPORT OBLIGATIONS SET FORTH IN SECTION 3.5 (SUPPORT FOR THE PRODUCTS) SHALL NOT EXTEND TO ANY THIRD-PARTY SERVICES. Customer is responsible for reviewing the terms of use and privacy policy of any Third-Party Services before sharing any User Content or information with such Third-Party Services. Once sharing occurs, Poly has no control over the information that has been shared, and Poly will not be able to remove such information from third-party servers.
14.3 Open Source Software. Certain items of software included with the Products are subject to the “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. Nothing in this document limits Customer’s rights under the terms and conditions of any applicable end user license for the Open Source Software.
15. General Provisions.
15.1 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
15.2 No Third-Party Beneficiaries. Nothing in this Agreement shall convey any rights upon any person or entity which is not a Party or a successor or permitted assignee of a Party to this Agreement, including any Authorized User or third-party service provider.
15.3 Use of Subcontractors. Customer agrees that Poly may subcontract its obligations hereunder, including obligations under an Order Form, provided Poly will not be relieved of its obligations to Customer under this Agreement.
15.4 Publicity and Promotional Materials. Poly may, subject to Customer approval of content not to be unreasonably withheld or delayed: (a) create a general contract announcement press release indicating that the parties have entered into this Agreement; (b) use Customer’s business name and logo in written materials identifying Poly’s customers and in other appropriate promotional materials; (c) identify Customer in applicable case studies; and (d) identify Customer as a reference for prospective customers and the media (provided that Customer shall not be obligated to comment in any way).
15.5 Force Majeure. Neither Party is liable for failure to perform its obligations under this Agreement (except for any payment obligations) to the extent that performance is delayed, prevented, restricted, or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labor action, fire, flood, earthquake, denial of service attacks and other malicious conduct, utility failures, power outages, or governmental acts, orders, or restrictions.
15.6 Notices. All notices under this Agreement shall be in writing and shall be sent by electronic mail. Notices shall be deemed to have been given upon the second business day after sending by email. Notices to Poly shall be sent to notices@polyapi.io. Notices to Customer, unless otherwise indicated by Customer, may be sent to the individual that executed this Agreement on behalf of Customer and/or an Administrator and/or to the electronic mail address on record in Poly’s account records.
15.7 Injunctive Relief. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, data protection, and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
15.8 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
15.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in force and effect.
15.10 Assignment. Customer may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Products) to any third party without Poly’s prior written consent, which consent may not be unreasonably withheld. Any attempted assignment or transfer in violation of the foregoing will be null and void. All provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the respective successors and permitted assigns of Poly and Customer.
15.11 Governing Law. The laws of the State of Delaware, United States of America (without reference or giving effect to any conflict of laws principles that would require the application of the laws of any other jurisdiction) govern this Agreement and all matters arising out of or relating to this Agreement, including, without limitation, validity, interpretation, construction, performance, and enforcement. Any dispute, action, claim or cause of action arising out of, relating to, or in connection with this Agreement or the Products shall be only brought in and is subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, United States of America. Each party waives, to the fullest extent of the law, any objection to venue in such courts, and each party hereby irrevocably submits and consents to the exclusive jurisdiction of such courts.
15.12 U.S. Government End Users. If Customer is a branch or agency of the United States Government (the “Government”), the following provision applies. The Products are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualify as “commercial items” as defined in 48 C.F.R. 2.101. Both the Products and any associated documentation are provided to the Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The Government shall acquire the Products and any associated documentation with only those rights set forth in this Agreement, and any use of the Products and any associated documentation by the Government constitutes agreement by the Government that that the Products and any associated documentation are “commercial computer software” and “commercial computer software documentation” as defined in this paragraph and constitutes acceptance of the rights and restrictions herein.
15.13 Modifications. Poly reserves the right to alter the terms of this Agreement at any time. Customer agrees to review the latest version of the Agreement on Poly’s website periodically to remain aware of any modifications to the Agreement about which Customer is not alerted by Poly. The Agreement available on the website will be dated so as to make clear what version is currently in force. Any use of the Products or Professional Services after alteration of the Agreement will constitute acceptance by Customer of such changes. Customer’s sole remedy should Customer not agree with the altered Agreement shall be to cease Customer’s use of the Products and Professional Services and to comply with Customer’s termination obligations outlined in Section 12 of this Agreement. If any provision of the Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.
15.14 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the final agreement between the Parties, and is the complete and exclusive expression of the Parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous agreements (including any click-through agreement associated with the Products, other than as set forth below), proposals or representations, written or oral, concerning the subject matter contained in this Agreement, are expressly merged into and superseded by this Agreement. In entering this Agreement, neither Party has relied upon any statement, representation, warranty or agreement of the other Party except for those expressly contained in this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and an Order Form, the terms and conditions set forth in the Order Form shall govern but only with respect to the Products purchased pursuant to such Order Form. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.