SaaS Agreement

QYRUS SOFTWARE AS A SERVICE AGREEMENT

Last Updated: March 1, 2026

This Qyrus Software As A Service Agreement (“Agreement”) is a legally binding document between you (“Customer” or “you”), and Qyrus, Inc. (“Qyrus”) This Agreement governs your use of the Qyrus Services , and associated Software, and related Documentation.

This Agreement may be accepted by an electronic system, or may be executed in print. This Agreement is effective on the date that you indicate agreement to it. Accepting the Agreement, executing the applicable subscription order or using the Services indicates that the Customer has read, understood and accepted these terms. Your license to use the Services is subject to your prior acceptance of this Agreement. If Customer does not accept this Agreement, Customer must terminate their subscription to the Services.

1. DEFINITIONS

1.1 The definitions in this section apply in this Agreement.

“Agreement” means this Qyrus Software as a Service Agreement.
“Customer Data” is Customer Contact Data and Customer Test Data.
“Customer Contact Data” means the Customer provided data for contacting the customer, such as name, address, email address, phone number. For completeness any details which are provided by the Customer is to be treated to be included in this definition.
“Customer Test Data” means the data provided by Customer that is for testing using the Services, including but not limited to test scripts, test code, data and parameters for use in testing, webpage URLs and the associated webpages,including the content thereof, on which testing is to be performed or data is to be gathered.
“Documentation” means the document(s) made available to the Customer online in connection with the Services which sets out a description of the Services and/or the user instructions for the Services.
“Illicit Code” means computer instructions or other code in the Customer’s or Third Party’s software including viruses, worms, Trojan horses, anomalies, or other instructions that can disable, destroy, or otherwise alter the Software or any data accessed or processed by the Software, or any self-destruction mechanism or copy protection scheme.
“Normal Business Hours” means 8:00 am to 6:00 pm Central Standard Time during a day which is not a Saturday, Sunday or public holiday in the United States.
“Services” means the Qyrus software testing platform services provided by Qyrus to the Customer under this Agreement.
“Software” means the software application(s) provided by Qyrus that allows or enables Customer to use any functionality in connection with the Services.
“Subscription Fees” means the subscription fees payable by the Customer to Qyrus for the Services subscribed to by the Customer.

2. SUBSCRIPTIONS

Customer’s subscription to the Services (“Subscription”) is provided in the applicable order document, which may be a webpage or series of webpages to complete an order, (“Order Document”). Customer’s paid Subscription begins when Qyrus receives Customer’s first payment of the Subscription Fees. If renewal is offered by Qyrus, Customer may renew the Subscription in one-month increments by submitting the applicable Subscription Fees for each incremental renewal month. If the Customer does not submit the applicable Subscription Fees for the next renewal month before the end of the current month Subscription, the Subscription will expire. The Customer may be able to renew the Subscription after expiration by paying the then applicable Subscription Fees, if offered by Qyrus at the time.
At the beginning of each renewal month, Qyrus may change the Subscription Fees rate, at its discretion. Qyrus will notify Customer of a rate change, and provide due notice of the same. If the Customer does not agree to the rate change the Customer can choose not to renew the Subscription.
If an active Customer’s payment fails or Subscription Fees are otherwise not received by Qyrus, Qyrus may suspend or cancel Customer’s Subscription. Qyrus shall have no obligation to provide the Services during any period when the applicable Subscription Fees for the applicable Subscription are due and have not been received by Qyrus. In the event that Qyrus terminates access to the Services because of the Customer’s non-payment of Subscription Fees, Qyrus shall have no liability towards continued provisioning of Services for such duration. The Services shall be resumed as soon as the Customer pays the due Subscription Fees, automatically. For completeness, when the Subscription Fees remain unpaid for a period of thirty days since it first became due, Qyrus will suspend the Services; and where the Subscription Fees remain unpaid for a continuous period of ninety days from when it first became due, then Qyrus will be entitled to cancel the Subscription, with immediate effect. Qyrus will send notifications and reminders to the Customer for such non-payment of Subscription Fees.
In case of suspension, the Customer account will be treated as inactive and the Customer Data will be in dormant mode, and remain stored in Qyrus systems. In case of cancelation, the Customer account shall be terminated and the associated Customer Data shall be deleted from Qyrus systems as per its data management practices. Qyrus will not be liable for any loss of Customer Data, owing to such cancellation.
Customer can choose to end the Customer’s Subscription by not renewing it and allowing it to expire, or by canceling their Subscription. For cancelations, the Customer can write to Qyrus customer support. In the case of non-renewal, the Services provided under the Subscription will continue until the end of that monthly period and after which the Customer shall have no further access or use to the Services, Software, or Documentation.
All amounts and fees paid hereunder are non-refundable. All prices at any specific time are net price. Customer shall be responsible for paying all taxes associated with the Services under this Agreement at the time of subscribing. Qyrus appoints third party service providers to process financial transactions, and does not collect or store such payment information with itself.

3. USE OF SERVICES

Subject to the terms of this Agreement and Customer’s compliance with this Agreement and applicable laws. Qyrus grants the Customer a non-exclusive, non-transferable license to use the Services, [Software] and Documentation made available by Qyrus, as per their active Subscriptions. The rights provided under this Section are granted to the Customer only for the duration of active, valid Subscription.

4. USE REQUIREMENTS AND RESTRICTIONS

Customer may only use the Services for Customer’s internal business operations, and not for any commercial use.
Customer may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Customer agrees that it will not access the Services if Customer is Qyrus’s direct competitor; and Customer will not access the Services on behalf of a third party that is a direct competitor of Qyrus. For this provision, a direct competitor would refer to any juristic person who provides services similar to what Qyrus provides and operates a platform similar to Qyrus.
Customer will keep a secure password for the Customer’s use of the Services and Documentation and shall keep the password confidential. The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Qyrus.
Customer shall not:
1. share or allow any other person or entity to use the Customer’s login credentials to the Services;
2. make the Services, Software available over a network where it could be used by multiple devices at the same time;
3. access, store, distribute, transmit or upload onto the Software or Services any Illicit Code;
4. access, store, distribute or transmit any material during the course of Customer’s use of the Services, or to use the Services in a manner, that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive;
  2. facilitates illegal activity;
  3. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other protected status; or
  4. may cause damage or injury to any person or property;
5. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services, and/or Documentation (as applicable) in any form or media or by any means;
6. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;
7. access all or any part of the Services, Software and Documentation in order to build a product or service which competes with the Services and/or the Documentation, nor to assist any third party in doing so;
8. use of the Services, Software and/or Documentation to provide the same or similar services to third parties;
9. license, sell, rent, lease, transfer, assign, distribute, time share, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software, and/or Documentation available to any third party;
10. attempt to obtain, or assist third parties in obtaining, access to the Services, Software, and/or Documentation;
11. use the Services or Software to launch, facilitate, or cause a denial-of-service attack;
12. use the Services or Software to test software, webpages, websites, or other property of a third party that Customer does not have authorization to test;
13. use the Services or Software to cause harm to a third party or Qyrus, such as by spamming, hacking, harassing, or phishing others or by scraping content of others, and/or,
14. use the Services or Software to process data on behalf of any third party.

6. If the Customer breaches any provision of this Agreement, Qyrus shall have the right, at its sole discretion, without liability to the Customer, to: (a) disable and/or suspend the Customer’s use and/or access to any portion of the Services, Software, and/or Documentation, and/or (b) terminate Customer Subscription and any access to and/or use of the Services, Software, and/or Documentation and/or delete Customer’s account, and/or (c) quarantine or isolate the affected data and/or (d) delete such affected data from the Services and/or (e) require Customer to immediately remediate the violation, where such remediation is possible.

5. SERVICES AVAILABILITY & ACCESS TO CUSTOMER INSTANCES

Qyrus shall use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for (a) planned downtime for upgrades and maintenance of the Services (of which Qyrus will use commercially reasonable efforts to notify Customer in advance); (b) unscheduled maintenance or fixes performed outside Normal Business Hours; (c) urgent maintenance or fixes for which little or no advance notice may be given; (d) unavailability due to equipment defects or software errors; and (e) for any unavailability caused due to Force Majeure event. For completeness, Qyrus relies on third parties who work as service providers to Qyrus, for information technology services, infrastructural support, cloud storage, and other allied technical requirements, to be able to deliver its Services to the Customers. This third party reliance is also accounted for availability of Services.
The Customer agrees to provide the Qyrus’s Customer success and infrastructure teams with appropriate access to the Customer’s instances for the purpose of performing services under this Agreement, including but not limited to the following activities:
1. assisting in the completion of proof of concepts (POCs), conducting user training sessions, and developing and implementing automation scripts;
2. identifying, debugging, and resolving issues encountered by users;
3. managing license-related activities, including assignment, extension, and renewal of licenses; and
4. addressing issues relating to device farm and browser farm environments, including performing routine maintenance and operational support.
5. any other activities reasonably necessary for the provision, support, maintenance, and improvement of the Services under this Agreement, or where required under the law.

Qyrus shall ensure that all access is in compliance with applicable laws, security policies and confidentiality obligations under this Agreement.

6. CUSTOMER DATA

The Customer owns all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Qyrus does not assume or permit the processing of personally identifiable information in its test environments, however, if the Customer in violation of this requirement, uses personally identifiable information, then they warrant that they have the legitimate grounds for processing such personally identifiable information, and that they have necessary consent, where applicable. Qyrus shall not be liable for maintenance and safekeep of such personally identifiable information, which is introduced to the test environments in an unauthorized manner.
The Customer grants Qyrus a royalty-free, non-exclusive license to use, store, transmit, reproduce, distribute, perform, display, and create derivative works of the Customer Data in order to (a) provide the Services to Customer, (b) communicate with the Customer, (c) monitor and generate reports on the use of the Services, and (d) diagnose, modify, enhance, develop, and/or improve the Software and/or the Services and/or other software or services that Qyrus may choose to develop in the future. Any processing of personally identifiable information within the test environments, any PII, requires prior communication, mutual agreement, and execution of a separate data processing addendum between Qyrus and the Customer, any act by the Customer in breach of this provision will be treated as a breach of this Agreement, by the Customer.
Qyrus will maintain a backup of Customer Test Data used for testing during the Customer’s active Subscription to the Services. Upon expiration or termination of the Subscription, Qyrus will retain Customer Test Data for 90 days after the expiration or termination (“90-Day Retention Period”) and will destroy Customer Test Data after the 90-Day Retention Period, unless the data is required to be retained by law or legal process. For completeness, this 90-day Retention Period shall not be availed by Customers, whose accounts have been canceled owing to non-payment, as per Section 2.3 hereinabove. In the event of any loss or damage to the Operating Copy of the Customer Data during the Subscription, the Customer’s sole and exclusive remedy shall be for Qyrus to use reasonable commercial efforts during the Subscription to attempt to restore the lost or damaged Customer Data within the Service using ordinary restore procedures from the latest available back-up of such Customer Data maintained by Qyrus. Operating Copy as referred to in this paragraph is the version of the Customer Data the Software regularly accesses for providing the Services, which is distinguished from the copy of the Customer Data that is held as a backup.
The Customer Data is hosted in the United States unless otherwise specified in the Order Document or another agreement with the Customer. If the Customer is located outside of the United States Customer agrees that Customer’s data can be transferred across international borders and to the United States. Customer agrees to Qyrus’s Privacy Policy, as updated from time to time by Qyrus and available at https://www.qyrus.com/privacy-policy, which includes information about the collection and use of personally identifiable information.
Qyrus will maintain and enforce commercially reasonable physical and logical security methods and procedures to protect Customer Data on the Software. Customer will maintain and enforce commercially reasonable security methods and procedures to prevent misuse of the log-in information of Customer personnel. Qyrus shall not be liable for any damages incurred by Customer or any third party in connection with any unauthorized access resulting from the actions of Customer or its representatives.

7. THIRD PARTY INTERACTIONS

The Customer acknowledges that the Services may be used in a manner which lets the Customer access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Qyrus makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Qyrus. Qyrus does not allow or promote use of third-party interfaces, including websites and applications, by the Customer without authorization. Any such usage, or exploitation of the Services to perform such actions will be solely attributable to the Customer, and Qyrus shall not be liable in any manner whatsoever.

8. DISCLAIMER OF WARRANTIES

Qyrus does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements.
Qyrus is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Written or oral advice and any support provided by Qyrus does not create a warranty.
Customer shall notify Qyrus of any deficiencies with the Services within 30 days of when such disputed Services were provided.
TO THE FULLEST EXTENT PERMITTED BY LAW, QYRUS DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONS THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, regardless of whether Qyrus knows or had reason to know of Customers’ particular needs.
This Agreement is non-exclusive and in no way limits or prevents Qyrus from entering into similar agreements with any other third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

9. CUSTOMER OBLIGATIONS

The Customer warrants and agrees to:
1. provide Qyrus with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Qyrus in order to render the Services, including but not limited to access to Customer Data, security access information and configuration services;
2. comply with all applicable laws and regulations with respect to Customer’s activities under this Agreement;
3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
4. ensure that Customer uses the Services and the Documentation in accordance with the terms and conditions of this Agreement, and in compliance with the applicable laws;
5. obtain and maintain all necessary licenses, consents, and permissions necessary to enable Qyrus, its contractors and agents to perform their obligations lawfully under this Agreement;
6. ensure that its network and systems comply with the relevant specifications provided by Qyrus from time to time; and
7. be solely responsible for (1) procuring and maintaining its network connections and telecommunications links from its systems to the Services, and (2) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
The Customer further represents and warrants that:
1. Customer has the authority to enter into this Agreement and person signing or agreeing the provisions of this Agreement has the power authority to bind the Customer;
2. Customer owns or has sufficient rights in the Customer Data to license and to provide Qyrus with the limited access rights in Customer Data granted to Qyrus hereunder, such as provided in section 6.2;
3. Customer will not provide Qyrus or the Services with third party or unauthorized data;
4. Customer will not provide Qyrus or the Services with personally identifiable information;
5. Customer has ensured that all Customer Data uploaded to the Services has been appropriately sanitized, anonymized, or de-identified, where necessary, to remove restricted data or other information that Customer is not authorized to process using the Services; and
6. Customers’ submission and use of Customer Data through the Services does not and will not violate any applicable law, regulation, contractual obligation, privacy right, intellectual property right, or other third-party right.

Customer acknowledges that the Services are not designed or intended to process or store the restricted data, and Customer shall be solely responsible for ensuring that no restricted data is uploaded to or processed through the Services unless expressly permitted in writing by Qyrus. Customer shall indemnify and hold harmless Qyrus against any claims arising from breach of this Agreement.

10. PROPRIETARY RIGHTS

The Customer acknowledges and agrees that Qyrus and/or its licensors own all intellectual property rights in the Software, the Services, and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services, Software, or the Documentation.
Qyrus confirms that it has all necessary rights in relation to the Software, Services and the Documentation to grant all the rights granted hereunder, and in accordance with, the terms and conditions of this Agreement.
Customer hereby assigns all right, title, and interest to Qyrus, that vests in or accrues out of any suggestion, idea, enhancement request, recommendation, correction, or other feedback provided by the Customer to Qyrus, whether directly or indirectly, without payment by Qyrus of any compensation to the Customer therefor.
Customer agrees to comply with all applicable laws and regulations including but are not limited to laws relating to anti-bribery and corruption.
Customer agrees to report to Qyrus immediately upon knowledge of, any suspected counterfeiting, piracy or other infringement of copyright in software, service, computer programs, manuals, marketing materials or other copyrighted materials owned by Qyrus and agree to reasonably cooperate with Qyrus in the investigation of counterfeit, pirated or illegal software or unauthorized use of the Services through Customer’s Users.

11. INDEMNITY

The Customer shall defend, indemnify and hold harmless Qyrus against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable attorney fees) arising out of or in connection with (a) the Customer’s use of the Services and/or Documentation; or (b) Customer’s submission of restricted data or sensitive data into the Services without authorization of Qyrus; or (c) any allegation that Customer Data infringes or misappropriates the intellectual property, or other rights of a third party in any manner; or (d) Customer’s failure to obtain necessary consents, permissions, or legal rights to provide the Customer Data to Qyrus; or (e) breach of any Customer warranty or obligation under this Agreement.
If any third party claims to Qyrus that the Services infringe a third party’s intellectual property right, Qyrus may, at Qyrus’s option and sole discretion, (1) procure the right for the Customer to continue using the Service, (2) replace or modify the Services so that they become non-infringing or (3) terminate this Agreement on notice to the Customer and provide Customer a prorated refund of the unused Subscription Fees paid to Qyrus for the remaining portion of the then existing Subscription without any additional liability or other additional costs to the Customer.
In no event shall Qyrus, its employees, agents and subcontractors be liable to the Customer to the extent that any alleged infringement under Section 11.2 or otherwise is based on:
1. a modification of the Services or Documentation by anyone other than Qyrus; or
2. the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Qyrus or contrary to the Documentation.
Section 11.2 and 11.3 state the Customer’s sole and exclusive rights and remedies, and limitations, and Qyrus’ (including Qyrus employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of a third party’s intellectual property.

12. LIMITATION OF LIABILITY

This Section 12 sets out the entire financial liability of Qyrus (including any liability of the acts or omissions of its employees, agents, and sub-contractors) to the Customer in respect of:
1. any breach of this Agreement;
2. any use made by the Customer of the Services and Documentation or any part of them;
3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement, and
4. any other claim or liability arising from or related to this Agreement, the Services, or the Documentation.
The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Qyrus shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Qyrus by the Customer in connection with the Services, or any actions taken by Qyrus at the Customer’s direction. Customer acknowledges that the Services are intended as a supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of computer programmers, or other technology professionals. Customer acknowledges that the professional duty to determine the appropriate modification(s) to the Customer’s software and/or Customer Data lies solely with the Customer. Customer takes full responsibility for the use of information provided by the Services and acknowledges that the use of the Services is in no way intended to replace or substitute for professional judgment regarding errors in Customer’s software or Customer Data. Qyrus does not assume any responsibility for actions of Customer which may result in any liability or damages due to any actions taken as a result of the Services, negligence, or any other basis.
The Services and the Documentation are provided to the Customer on an “AS IS” basis.
QYRUS SHALL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR GROSS NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE DOCUMENTATION.
QYRUS’S TOTAL AGGREGATE LIABILITY, INCLUDING WITHOUT LIMITATION, IN CONTRACT, TORT (INCLUDING GROSS NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION, OR OTHERWISE, RELATED TO OR ARISING IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE DOCUMENTATION, SHALL BE LIMITED TO THE GREATER OF (1) $50 OR (2) THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

13. TERM AND TERMINATION

This Agreement shall, unless otherwise terminated as provided in this Section 13, commence on the date the Customer agrees to this Agreement and shall continue until terminated by Qyrus, at Qyrus’s sole option and discretion.
On termination of this Agreement for any reason: all Subscriptions, all right to use the Services, including the rights granted under Section 3, and all access to the Services granted under this Agreement shall immediately terminate.
Qyrus may suspend or terminate Customer’s Subscription and access to and use of the Services or delete Customer’s account if (1) Customer breaches this Agreement, including without limitation a breach of any of the provisions of section 4, (2) Qyrus is required to in order to comply with a court order or legal requirement, or (3) non-payment of Subscription Fees or other fees due for the Services.
Customer shall have no access or use of any of the Services or Documentation on expiration, or termination of the Subscription and all right to use the Services, including the rights granted under Section 3, and all access to the Services granted under this Agreement shall immediately and automatically terminate. Upon termination of any license, Customer will immediately remove and destroy all copies of Software, Documentation, and other Qyrus Confidential Information, and certify such removal and destruction in writing to Qyrus.

14. GENERAL

Modification. Qyrus has the right to modify this Agreement at any time, with notice to Customer. Qyrus will notify you by revising the date at the top of this Agreement incorporating the modification(s), and may also provide additional notice via the Services or through other means, such as email. Unless otherwise noted the modification(s) will be effective immediately, and Customer’s continued use of the Services after notice of modification will confirm Customer’s acceptance of the modification(s). If Customer does not agree with the modification(s), Customer must stop using the Services and allow Customer’s Subscription to expire. Further, Qyrus has the right to modify the Services at any time, including without limitation, adding, changing, or deleting features or aspects of the Services, or discontinuing or imposing conditions on use of the Services.
Force Majeure. Qyrus shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs, or other industrial disputes (whether involving the workforce of Qyrus or any other party), failure of a utility service or transport or telecommunications or computer network, act of God, war, riot, pandemic, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulations or direction, accident, breakdown of equipment, plant, or machinery, fire, flood, storm or default of suppliers or sub-contractors.
Waiver. No provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach of the other Party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
Severability. If any provision or portion of this Agreement shall be prohibited or unenforceable by any applicable law, the provision shall be severable and ineffective only to the extent and for the duration of the prohibition or unenforceability, without invalidating any of the remaining provisions and portions, and the remaining portions and provisions remain in full force and effect.
Entire Agreement. This Agreement, including Order Document(s) and the Privacy Policy, constitute the entire agreement between Customer and Qyrus with respect to the subject matter of this Agreement and they supersede all earlier agreements and understandings, oral and written, between the Parties related to the subject matter. In case of any conflict between this Agreement and the Subscription Order, the incremental terms of the Subscription Order shall apply, and for all remainder terms this Agreement shall prevail. Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
Assignment. The Customer shall not, directly or indirectly, by operation of law or otherwise, assign, license, transfer, charge, sub-contract or deal in any other manner with all or any part of this Agreement or Customer rights under this Agreement or delegate performance of Customer’s duties under this Agreement.
No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Rights. This Agreement is for the benefit of the Parties hereto and is not entered into for the benefit of, and shall not be construed to confer any benefit upon, any other party or entity.
Surviving Provisions. Sections 1, 6, 8, 10, 11, 12, 13, and 14 will survive any termination or expiration of this Agreement
Governing Law; Jurisdiction; Venue. This Agreement, and all disputes arising out of or in connection with this Agreement, shall be governed by and/or interpreted according to the laws of the State of Illinois, United States of America, without regards to conflict of law principles. The Parties irrevocably agree and submit to the exclusive jurisdiction and venue of the state and/or federal courts in Cook County, Illinois, USA, for any dispute, interpretation, enforcement or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The parties acknowledge the aforesaid courts shall have exclusive jurisdiction and venue over this Agreement, and specifically waive any claims which they may have that involve jurisdiction or venue, including but not limited to forum non conveniens.
Headings. Clause, schedule and paragraph headings are for convenience only and shall not affect the interpretation of this Agreement.