Policies

Terms of Service

Service

(a) Service. During the term and subject to the terms of this Agreement, StaffingFlow shall provide Client with access to the StaffingFlow platform for the purpose of managing Client's Job Boards, including but not limited to, managing Job Listings, Candidates, reviewing performance reports, and generating job applications. Client and StaffingFlow may add, remove, or modify the Services by entering into a mutually-agreed written notice.

(b) Additional Services. To the extent StaffingFlow agrees to provide Services not specified herein or pursuant to a separate invoice/proposal, Client shall pay StaffingFlow its then current fees for such Services. For clarification, StaffingFlow does not have an obligation to provide any Service or make any change to the scope of Services except as agreed in writing by StaffingFlow.

(c) License Grant. During the term and subject to the terms of this Agreement, StaffingFlow hereby grants to Client a non-exclusive, non-transferable, non-sublicensable right and license to access and use the platform (Software) as a hosted solution for its internal business purposes. All rights in and to the Software not expressly granted herein are reserved to StaffingFlow.

(d) License and Use Restrictions. Client shall not, directly, indirectly, alone, or with another party, (i) attempt to gain access to the hosted Software source code or reverse engineer the source code, (ii) create a copy of the Software in whole or in large part for the purpose of offering a competing service to StaffingFlow; (iii) transfer or otherwise grant any rights in the Software or Services in any form to any other party, nor shall Client attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.

(e) Client Data. Client owns all rights, title, and interest in the Client Data. Client hereby grants to StaffingFlow, a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the Client Data solely for purposes of providing the Services to Client. StaffingFlow shall not use the Client Data except as necessary to perform its obligations hereunder.

(f) Client Brands. Client owns all rights, title, and interest in the brands & brand domains they assign to each Job Board unless different terms are agreed upon in writing for certain brands. Client is responsible for hosting certain front-end files on Client's own hosting account.

(g) Credential Security. Client is solely responsible for maintaining the security of all user names and passwords granted to Client, for the security of its information systems used to access the Services, and for its Users’ compliance with the terms of this Agreement. StaffingFlow has the right at any time to terminate or suspend access to any User or Client if StaffingFlow reasonably believes that such termination or suspension is necessary to preserve the security, integrity, or accessibility of any portion of the Services, StaffingFlow, or StaffingFlow’s other customers.

Monthly Subscription Fee

Each Job Board is subject to a monthly subscription fee as outlined in the original Service Agreement. The initial monthly billing period begins once the Job Board is fully set up and ready for traffic. Client will be notified by email once Client's new Job Board is ready and the monthly billing period has commenced.

The monthly subscription fee covers the following:

  • Job Board Maintenance: Ensuring all Job Board aspects are functioning correctly and updating Job Board settings as needed upon release of each update
  • Support/Training: Training in new/existing features via screen sharing, assistance in configuring settings, and troubleshooting issues. StaffingFlow will provide as much training as is required by Client initially, as new features are released, and if new employees require training. There are no extra surcharges for reasonable support/training requests.
  • Global Upgrades/Fixes: Access to all global feature upgrades and bug fixes
  • Flows Maintenance: Ensuring all active ATS, Integration, Reporting, and Monetization Feed Flows are functioning correctly and rolling out minor updates as needed. (Major updates for Client-specific Flows may require a separate fee to implement)
  • Compliance Service Maintenance: Ensuring all compliance services are functional and up to date (Jornaya, TrustedForm, etc)
  • Manual Monitoring/Review: The StaffingFlow team regularly reviews the overall functionality of each Job Board in addition to global error/event logs in order to identify errors, misconfiguration, bugs, and missed monetization opportunities.

Late Payments

Monthly invoices will be sent 7 days prior to the 1st day of the billing period.

If payment has not been received, after a 7-day grace period from the due date all affected Job Boards will be placed into Paused status and traffic redirected to the exit redirect.

If Client gets in touch, StaffingFlow may extend the grace period at StaffingFlow’s discretion.

Custom Development

The StaffingFlow technology was designed with flexibility in mind from the start and can be customized on demand.

Client can request additional customization and features to be added to the platform.

Once specifications are received, StaffingFlow will provide a quote for the total estimated development hours required to implement the feature(s).

Development hours are billed at the current development hourly rate (see the original Service Agreement).

Once full payment for the quote is received, the feature is added to the development queue, and Client will be notified of the approximate start date.

Enterprise Client requests are prioritized over Whitelabel Client requests.

For larger and more complex upgrades/features, Asana.com will be used for planning and project management.

The platform’s infrastructure is designed as a centralized hosted solution, meaning all code developed as part of Client upgrades becomes part of the platform and is available to all users of the platform. (Just like Bullhorn platform upgrades are available to all users all at once)

Unless specified otherwise in the development quote/agreement, any code developed as part of a Client’s upgrades remains the sole intellectual property of StaffingFlow. Once the upgrade is deployed to the platform, all of the Client’s active Job Boards will have access to the new upgrades/features per the terms specified in the “Service” section of this agreement.

Adding/Configuring new Flows

New Flows include ATSs, Integrations (ESP, CRM, etc), Reporting, and Monetization Feeds

Current configuration time is generally 15-30 hours to configure a new Flow. A quote will be provided based on the estimated hours prior to starting the configuration. Configuration involves reviewing documentation, adding any new required fields, configuring and mapping all fields and values, creating custom functions where required (custom conditional rules, mapping, etc), configuring lead/click value reporting (Monetization Feeds), configuring logging, configuring tracking, and in-depth testing after completion. For Integration Flows, Client has the option to do part of the setup themselves, in which case only the hours required to complete the configuration will be billed.

Support & Training

Initial Client training and configuration assistance will be provided via a screen-sharing call. Additional training is available when new features are released. The monthly fee includes initial training and ongoing training as new features are released.

Enterprise Client Support is available via Email, Skype Chat, and Zoom Screen-Sharing walkthroughs.

Support hours are 10 am - 6 pm PST Mon-Fri. In the event of a critical issue, StaffingFlow support can be reached after hours and on weekends.

Whitelabel Client Support is only offered via Support Tickets. Zoom Screen-Sharing walkthroughs may be scheduled.

In-Depth Video Overviews are released after each major update and are emailed to all active Clients.

Adding Enterprise Job Boards

Additional Enterprise Job Boards each have a separate custom-quoted setup fee and monthly fee. A separate proposal will be provided for each new Enterprise Job Board upon request.

Adding Whitelabel Job Boards

Clients can request an unlimited number of Whitelabel Job Boards to be setup & connected to any of Client's Enterprise Job Boards.

Adding Whitelabel Job Boards is handled by the StaffingFlow support team. The process is similar to adding an Enterprise Job Board.

Each Whitelabel Job Board has a one-time setup fee and a flat-rate monthly fee. (Refer to your original Service Agreement for Whitelabel setup fees)

See “Setup Fee” clause for what is covered by the setup fee. A Whitelabel Job Board setup is very similar to an Enterprise Job Board setup, with slightly less configuration required.

The Monthly Fee covers the following 3 aspects as outlined in the “Monthly Fee” clause, in a more limited capacity: Maintenance, Support/Training, and Global Upgrades/Fixes.

Whitelabel Clients receive support exclusively through Support Tickets. Other support channels are reserved for Enterprise Clients only.

Whitelabel Job Boards and capabilities are an evolving feature and the above terms are subject to change

Pausing/Deleting Job Boards

Client may pause any of Client's Job Boards by notifying StaffingFlow by email before the end of the billing period.

If an Enterprise Job Board is paused, all connected Whitelabel Job Boards are also automatically paused.

Paused Job Boards are still shown in the dashboard and retain all settings/data but visitors will automatically be redirected to the exit/fallback redirect configured in the Job Board Settings section of the dashboard.

If a Client would like to delete a Job Board, they must notify StaffingFlow by email before the end of the billing period and all data and settings related to the Job Board will be permanently deleted from the system.

Paused/Deleted Job Boards will still incur standard fees until the end of the agreement period and any other outstanding fees are still due.

Billing must be current prior to re-enabling a Paused Job Board.

Deleted Job Boards cannot be re-instated as all data has been permanently deleted. A new setup fee will be quoted to re-configure a deleted Job Board.

Updates / Error Correction

Client will receive access to all global StaffingFlow Updates at no charge. If an Update requires a connection to 3rd party services that have a fee, these 3rd party fees are Client’s responsibility if they choose to use the specific feature.

StaffingFlow shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as possible using its reasonable efforts during StaffingFlow’s normal business hours. (Critical issues may be addressed after hours) Client shall provide such access, information, and support as StaffingFlow may reasonably require in the process of resolving any Error.

Backups

StaffingFlow utilizes a 3rd party service for regular database backups (including Job Board settings and Candidates/Jobs data). Backups occur twice daily, and a separate set occurs weekly. Both sets preserve historic backups going back up to 8 weeks (weekly) and up to 4 days (bi-daily)

While StaffingFlow takes all measures to ensure Client data is backed up, StaffingFlow cannot guarantee data recovery in the event of user error (deleting/overwriting settings in the dashboard) or hosting hardware/software failure (very unlikely). Changes made before the bi-daily backup takes effect cannot be recovered. StaffingFlow may implement hourly backups and/or longer retention periods if required by Client. We encourage Clients to configure the available “Remote MySQL” Integration to backup data to Client's own database.

Security

StaffingFlow uses measures that far exceed industry standards for physical, managerial, and technical safeguards to preserve the integrity and security of Client Job Boards and data. Every part of the platform is built with security in mind. The Application features a variety of checks to prevent users from manipulating data & javascript within the funnel. The dashboard features a "3 failed login attempts lockout protocol". Dashboard users are prevented from injecting code in various setting inputs. WordPress and other highly vulnerable software is not used within any part of the platform. Many more proprietary security measures are also in place. However, even with all of these measures, StaffingFlow cannot guarantee that unauthorized third parties will never be able to defeat its security measures and gain access to Client settings and data.

SLA & Infrastructure

The StaffingFlow technology and hosted infrastructure were designed with redundancy and speed from the ground up. SSL is enforced throughout the Job Board, while CDN and DDoS protection are handled by Cloudflare. StaffingFlow's hosting solution is provided by SiteGround Cloud Hosting, which is highly redundant due to its cloud infrastructure, utilizes a variety of advanced speed optimization technologies, and can auto-scale resources (RAM/CPU) on demand. Auto-scaling ensures traffic to a Job Board can be increased from 100s of visitors per hour to 10,000s per hour without a glitch.

StaffingFlow uptime history is in the high 99.9% percentile. During the last 5 years, StaffingFlow has never experienced any unplanned downtime above a few minutes.

Client will be alerted of any planned downtime which is usually just 20-30 mins during regular updates that are deployed every 4-6 weeks.

While an update is in progress, any incoming Job Board traffic is automatically redirected to the Job Boards’ exit redirect, so the traffic is not lost.

If Client’s Job Boards experience any unplanned length of downtime, a reasonable credit will be applied to the next month’s invoice, not to exceed the total month's fee.

After each update, there is always a chance of bugs that may impact the functionality of the Job Board. While StaffingFlow proactively monitors the Job Boards after each update, Client is strongly encouraged to do thorough testing after each update to minimize the chance of new bugs negatively affecting the usability of Client's Job Boards.

StaffingFlow is not liable for any potential revenue lost as a result of downtime or software errors/bugs.

StaffingFlow is not liable for any financial losses or other setbacks resulting from incorrect data syncing or tracking/reporting (such as ATS sync, postbacks, and pixels firing). Client is responsible for regularly verifying data/reporting between StaffingFlow, ATS, Client’s tracking solution, and 3rd party reporting portals/reports.

Confidentiality / NDA

(a) Definition of Confidential Information. “Confidential Information” means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances, and other business affairs; (ii) third-party information that the party is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.

(b) Exclusions. Notwithstanding the above, the term “Confidential Information” does not include any information that is either: (i) readily discernible from publicly-available products or literature; or (ii) approved for disclosure by prior written permission of an executive officer of the disclosing party.

(c) Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.

(d) Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

(e) Return of Information. If a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.

(f) Survival. The parties hereto covenant and agree that this section will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

(g) Trade Secrets. Specific items that are considered “Trade Secrets” and must remain strictly confidential include all Fraud Scoring features/metrics, unique monetization techniques not visible to the end user, unique tracking and user metrics, and other proprietary techniques and technologies demonstrated in private training videos or walkthroughs.

Liability

Client is solely responsible for any and all legal claims resulting from marketing (affiliate or direct) to Client's Job Board or the marketing/handling of candidate data generated by Client's Job Board (such as follow-up email/SMS marketing, data privacy/security compliance, etc). Client is solely responsible for maintaining and keeping Client's Job Board’s policies and disclaimers up to date and ensuring policies meet current industry/regional standards. (Policies can be managed in the Policies section of the dashboard)

Term and Termination

(a) Term. The term of this Agreement commences upon the date specified in the original Service Agreement. The term will continue indefinitely and will automatically renew each month unless either party gives the other party written notice of its intention not to renew prior to the end of the current billing period.

(b) Termination for Cause. Either party can terminate this Agreement for cause upon written notice to the other party:

(i) if a party fails to pay the other party any delinquent amounts owed to the other party hereunder within 15 days of written notice by the other party specifying the amounts owed;

(ii) in the case of StaffingFlow, immediately upon any breach by Client of the “License and Use Restrictions” clause;

(iii) immediately upon any breach of any confidentiality obligations owed to such party by the other party;

(iv) if the other party has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 30 days of written notice by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 30 days, has failed to begin and continue to work diligently and in good faith to cure such breach); or

(v) upon the institution of bankruptcy or state law insolvency proceedings against the other party, if such proceedings are not dismissed within 30 days of commencement.

(c) Obligations Upon Termination. Upon termination of this Agreement: (i) StaffingFlow shall discontinue providing the Services and terminate access to the Platform (Software) by Client and its Users; (ii) Client will be provided with Client's data in CSV format if required, and (iii) Client shall immediately pay StaffingFlow any amounts payable or accrued but not yet payable to StaffingFlow, including any deferred payments or Net payments.

(d) Refunds. StaffingFlow maintains a no-refund policy on all services. If Client is dissatisfied with any aspect of the Services provided, Client agrees to provide StaffingFlow with reasonable time to remedy the situation. Establishing long-term relationships is StaffingFlow’s core principle and StaffingFlow will pursue all reasonable measures to accomplish this. If the Agreement is being terminated by StaffingFlow, StaffingFlow may provide a partial refund at its discretion, depending on the circumstances of the termination.

Indemnification

(a) Indemnification. Each party shall indemnify the other, the other’s affiliates, and all of their stockholders, officers, directors, agents, and employees (each, an “Indemnified Party”) at all times from and after the Effective Date against any liability, loss, damages (including punitive damages), claim, settlement payment, cost and expense, interest, award, judgment, diminution in value, fine, fee, and penalty, or other charge, including reasonable legal expenses, arising out of or relating to any claim by an unaffiliated third party (i) alleging that the use in accordance with this Agreement of the Software (in the case of StaffingFlow) or the Client Data (in the case of Client) infringes or misappropriates any intellectual property or privacy rights of the unaffiliated third party, or (ii) that arises or is alleged to have arisen solely out of the gross negligence or intentional misconduct of the indemnifying party (each a “Third Party Claim”). Notwithstanding the foregoing, if the Software becomes the subject of such a claim of infringement then StaffingFlow may, at its option: (x) procure for Client the right to use the Software free of any liability for infringement; (y) replace or modify the Software to make it non-infringing but with reasonably comparable functionality; or (z) if StaffingFlow determines that the previous two options are not available on a commercially reasonable basis, grant to Client a credit for the unused portion of any prepaid fees and refund any deposits paid by Client for the affected Software. Furthermore, StaffingFlow has no liability for, and no obligation to indemnify Client against, any Third Party Claim arising or alleging based in whole or in part on use of the Software other than as specified in this Agreement, or its Documentation, including use with third-party hardware and software products not specifically authorized by StaffingFlow.

(b) Indemnification Process. The Indemnified Party shall promptly notify the indemnifying party in writing of any Third Party Claim, stating the nature and basis of the Third Party Claim, to the extent known. The indemnifying party shall have sole control over the defense and settlement of any Third Party Claim, provided that, within fifteen (15) days after receipt of the above-described notice, the indemnifying party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel at its own expense to assist in the handling of such claim, except that the Indemnified Party’s legal expenses in exercising this right shall be deemed legal expenses subject to indemnification hereunder to the extent that (x) the indemnifying party fails or refuses to assume control over the defense of the Third Party Claim within the time period set forth above; (y) the Indemnified Party deems it reasonably necessary to file an answer or take similar action to prevent the entry of a default judgment, temporary restraining order, or preliminary injunction against it; or (z) representation of both parties by the same counsel would, in the opinion of that counsel, constitute a conflict of interest. The indemnifying party shall not settle any such Third Party Claim without the written consent of the Indemnified Party, except for a complete settlement requiring only the payment of money damages to be paid by the indemnifying party.

Disclaimers and Limitations

(a) Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STAFFINGFLOW MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SOFTWARE OR SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, STAFFINGFLOW DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, THE SERVICES PROVIDED BY STAFFINGFLOW, OR THE OPERATION OF THE SOFTWARE ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. STAFFINGFLOW MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

(b) Disclaimer of Consequential Damages. STAFFINGFLOW HAS NO LIABILITY WITH RESPECT TO THE SOFTWARE, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, DIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF STAFFINGFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Limitations of Remedies and Liability. STAFFINGFLOW’S TOTAL LIABILITY TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL MONTHLY RECURRING FEES PAID TO STAFFINGFLOW BY CLIENT DURING THE MONTHLY PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.

General

(a) Promotional Materials. Either party may include statements and may use the other party's name and logos on its website, commercial advertisements, and promotional materials for the sole purpose of indicating that Client is a user of the Services, unless specifically requested otherwise by a party.

(b) Force Majeure. “Force Majeure Event” means any act or event that (a) prevents a party (the “Nonperforming Party”) from performing its obligations or satisfying a condition to the other party’s (the “Performing Party”) obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. “Force Majeure Event” does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.

(c) Assignment. Client shall not assign any of its rights under this Agreement, except with the prior written consent of StaffingFlow. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.

(d) Governing Law; Venue. The laws of Ontario, Canada (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Ontario, Canada, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Ontario, Canada; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

(e) Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled. This paragraph does not apply to an action by StaffingFlow to collect undisputed overdue payments.

(f) Entire Agreement. This constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty, or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement.

(g) Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

(h) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in sections “License and Use Restrictions”, “Disclaimers and Limitations”, and “General” in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.