Client Subscription Terms
Effective starting: 27 May, 2022 (Previous version 15 August, 2021)
These Creative Force Client Subscription Terms (the “Terms“), along with the Order (as that term is defined below) constitutes a binding agreement (this “Agreement“), between the signatory set forth in the Order (either Award Force Pty Ltd or Creative Force Ltd; “Force“), and the person or entity accepting these Terms (“Client“), and is made effective on the date set forth in the Order (“Effective Date“). Client’s acceptance of these Terms is required in order to access and use the Force Solution. Client’s agreement to and acceptance of this Agreement occurs upon (a) Client’s signature on the Order or these Terms; (b) use of the Force Solution; (c) payment to Force; or (d) indicating acceptance on the Force website or application.
Force may modify these Terms periodically. Force will notify Client of such changes via email or via other notification mechanisms. Client’s continued use of and access to the Force Solution after notice of such modifications indicates Client’s acceptance of and agreement to the modified Terms. If Client violates these Terms, Client’s permission to use the Force Solution automatically terminates, unless Force waives such violation.
The following capitalised terms used in this Agreement will have the meanings given below.
- “Authorised Users“: end users authorised to use or receive the benefit of the Force Solution.
- “Confidential Information“: any tangible or intangible information or materials, if conspicuously marked or designated verbally as “confidential” (or with words of similar meaning) and, if only orally disclosed, summarised by the disclosing party hereunder within thirty days after the disclosure, made available by or otherwise received from a party hereto, or by such party’s affiliates (collectively “disclosing party”, to be either Force and its affiliates, or Client and its affiliates, as applicable), except to the extent that such information or materials: (a) through no act or failure to act on the part of the party receiving such information or its affiliates (“receiving party”), and through no violation of this Agreement, is now or hereafter becomes publicly known; (b) was rightfully known or lawfully in the possession of the receiving party prior to disclosure; (c) is independently developed by employees, contractors or agents of the receiving party; or (d) is hereafter rightfully furnished to receiving party by a third party without restriction on disclosure. The Force Solution will be deemed Force’s Confidential Information.
- “Content“: all content, text, data, video, audio, graphics, files, applications, and other information and materials made available on or used with the Force Solution.
- “Client Content“: any Content originated from or introduced by Client or an Authorised User.
- “Data Processing Agreement” or “DPA“: the data processing agreement set forth at https://www.creativeforce.team/data-processing-agreement/.
- “Force Solution“: Force’s cloud-based network-delivered service(s), made available by Force as part of its Force offering, as described in the Order, including (a) related Content, features, functionality, websites, data, tools, and analytics, and (b) any new updates, versions, and changes to any of the foregoing as Force may develop.
- “Order“: the quotation or ordering document referencing these Terms, setting forth the applicable Force Solution subscriptions Client has purchased, fees, subscription terms, and any other associated or supplementary terms. To the extent Client has ordered the Force Solution through Force’s self-service functionality within the ordering Force website, the “Order” will be deemed to be comprised of the selections made by Client within such site.
- “Other Applications“: online or offline software, products, websites, services, information, platforms, data, functionality, hardware, networks and Content, not developed by Force, including any of the foregoing that is owned or licenced by Client or other party, or that is processed, made available, or enabled for use and display via the Force Solution.
- “Service Deliverables“: deliverables, materials, data, information or works Force provides to Client in connection with Client’s use of the Force Solution.
2. Force Solution
- Service Provision. Access to the Force Solution, pursuant to this Agreement and in accordance with the applicable Order(s), is subject to Client’s compliance with this Agreement. Client agrees that purchases of subscriptions to the Force Solution are not reliant or dependent on the delivery of any specific functionality or features, or on any oral or written statements we make, regarding the Force Solution. Except as specifically set forth in a Order, Client will have sole responsibility for the costs, expenses and deployment of (a) any interconnection, installation and testing required to use the Force Solution and Other Applications; and (b) licences for Other Applications and as may be required for the creation and distribution of Client Content that Client or any Authorised User introduces. The Force Solution is not directed at or intended for persons under 18 years of age. If Client is under the age of majority in Client’s jurisdiction (most commonly, 18 years of age), Client represents that a parent or legal guardian has reviewed and agreed to these terms.
- Availability. Although it is Force’s intention for the Force Solution to be continuously available, Client acknowledges there will be occasions when the Force Solution may be interrupted or incur delays, including without limitation due to scheduled maintenance or upgrades, for emergency reasons, suspension as required by law or governmental authority, in order to prevent harm to or infringements of the rights of others, or due to failure of platforms, networks, forces, links or equipment that are not under Force’s control.
- Client Content. As between the parties, Client retains all right, title and interest in and to Client Content and all associated intellectual property rights, subject to this section. Client hereby grants to Force a non-exclusive, worldwide, fully paid, royalty-free, sublicensable and transferable licence to use, reproduce, distribute, modify, display, perform, prepare derivative works of, and process Client Content for the purposes of and in conjunction with providing and maintaining the Force Solution for the benefit of Client and its Authorised Users and the users of Client’s sites and services. All Client Content is Client’s sole responsibility. Under no circumstances will Force be liable in any way for any Client Content. Force may preserve and disclose any Client Content if required to do so by law or judicial or governmental mandate. Client represents and warrants that Client has sufficient authority, and all necessary rights and licences, to enter into this Agreement and to provide and licence the Client Content to Force as set forth in this section.
- Feedback. Force may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, comments, suggestions, or improvements, that Client, or any Client employee or agent, or any Authorised User, may at any time disclose or submit to Force relating to the Force Solution, for Force’s business purposes, including for product licensing, support and development, without any obligation or payment.
- Unauthorised Use. Client will not use, or enable or permit the use of the Force Solution to store, process or transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. Client shall not use or access the Force Solution: (a) if Client is a direct competitor of Force or operating on behalf of such a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. Client hereby acknowledges and agrees to the Fair Use Policy located at https://www.creativeforce.team/fair-use-policy/.
- Access Information. Client is wholly responsible for maintaining the confidentiality of user name, password, and other log-in information provided to Client for access to the Force Solution (“Access Information“) and wholly liable for all activities occurring under such Access Information. Client will not transfer to any party Access Information, or use access information of another, without Force’s prior written consent. Client will immediately notify Force of any unauthorised use of Access Information or any other breach of security. Force will not be liable for any loss or damage arising from lost or forgotten Access Information (including associated loss of Content), for failure to comply with this section, or from unauthorised use of the Access Information.
- Reservation of Rights. Force retains all right, title and interest in and to, and as between the parties, is the exclusive owner of, the Force Solution, and all associated intellectual property rights, know-how, algorithms and data. The Force Solution is for use solely by Client and its Authorised Users. The user interface, user experience, icons, presentation layer and elements, reports, templates, layouts, and screen displays of or generated by the Force Solution constitute Force’s copyrightable content, trade dress, and trademarks and servicemarks, as applicable. Client shall not directly or indirectly disclose to any third party (other than Authorised Users and Client’s employees and contractors with a need to know in support of Client’s internal business operations) all or any part of the Force Solution or Service Deliverables, in whole or in part, excluding Client Content.
- Security and Compliance. If Force is required to adhere to instructions or requirements in respect of the processing of such data on behalf of Client, or to adhere to changes in applicable law, and such compliance would prevent or limit Force’s ability to provide the Force Solution as intended (in whole or in part) without, in the reasonable discretion of Force, material or costly changes to its system or administration, Force may on 30 days written notice terminate access to the Force Solution, in whole or in part, without any liability or obligation to Client, except that Force will issue a pro rata refund to Client for any prepaid but unused fees remaining as of the date of termination.
- Notices; Consent to Emails. For purposes of service messages and notices about the Force Solution to Client, Force may place a banner notice across Client’s dedicated dashboard pages and send notices via email to an email address associated with Client’s account. Client consents to receiving emails from Force, which may be transactional, for account management purposes, or for communications relating to or provided as part of the Force Solution, including administrative notices and service announcements or changes. If Client believes that Client is entitled or obligated to act contrary to these Terms under any mandatory or applicable law, Client agrees to provide Force with detailed and substantiated explanation of Client’s reasons in writing at least thirty days before acting, to allow Force to assess alternatives. Notice to Force must be sent to email@example.com.
- Service Deliverables. Force hereby grants to Client a non-exclusive and non-transferable licence: (a) for as long a subscription to the Force Solution is in effect, to use Service Deliverables solely for Client’s internal operations in connection with authorised use of the Force Solution; and (b) to incorporate into Client Content the Content that Force delivers to Client as sample, template, or similar material, and to reproduce, display, and distribute such Content solely as incorporated in Client Content. The licence set forth in this section is the only licence granted to Client with respect to such Content and Service Deliverables. Subject to the foregoing licence, Force retains all right, title and interest in and to any such Content and Service Deliverables, and associated intellectual property rights.
- Client Use Only. Except as may be set forth in the Order, Client shall not directly or indirectly frame, white-label, distribute, implement, provide access to, sublicence, or allow any third party (other than Authorised Users) to use the functionality of, the Force Solution in whole or in part.
- Propriety of Content. Client shall not, and shall ensure that no Authorised Users, transmit Content or otherwise conduct or participate in any activities on or via the Force Solution which is likely to be prohibited by law, or is violative or in breach of third party rights in any applicable jurisdiction, including without limitation laws governing libel and defamation, encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. Client shall not and shall ensure that Authorised Users do not upload, download, display, perform, transmit, or otherwise distribute any Content, or otherwise engage in any activity in connection with the Force Solution, that (a) is hateful, offensive, racist, bigoted, libelous, defamatory, obscene, abusive, pornographic, lewd, erroneous, stalking, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate applicable law; (c) constitutes infringement of the intellectual property or other rights of any party, including rights to the use of name and likeness, or violation of a right of privacy; (d) creates an impression that is incorrect, misleading, or deceptive, including without limitation by impersonating others or by otherwise misrepresenting identity or affiliation with a person or entity; or (e) divulges other people’s private or personally identifiable information without their express authorisation and permission. Force may remove any Content that is in violation of these Terms. Client’s use of the Force Solution shall be in full compliance with applicable law.
- Data Protection. Client will take all necessary and reasonable steps to ensure that Client has full legal right and authority to disclose and process all personal and personally identifying data, and that the processing of such data will not violate any applicable data protection or data privacy laws. Client acknowledges that Force is a data processor to the extent Force processes personal data on Client’s behalf as part of the Force Solution, and that Client is the data controller in such context. The parties hereby agree to the terms of the DPA.
3. Confidential Information
Receiving party shall not disclose or cause to be disclosed, in whole or in part, disclosing party’s Confidential Information to any third party other than to receiving party’s employees and contractors, or use disclosing party’s Confidential Information except in furtherance of performance of this Agreement. Receiving party shall ensure that all employees and contractors to whom receiving party discloses Confidential Information have a strict need to know and are bound by written confidentiality agreements consistent with the requirements of this section. Receiving party will protect the confidentiality of the Confidential Information of the disclosing party with the same degree of care, but no less than reasonable care, as such party uses to protect its own confidential information. Notwithstanding any other confidentiality or non-disclosure provisions to which the parties have agreed, this section exclusively controls with respect to confidentiality obligations relating to Confidential Information.
- Payments. Client will pay to Force the fees listed in the Order. All payments are non-refundable notwithstanding subscription termination (except as may otherwise be specified in this Agreement). Payments will be made via the method designated in the Order. Client represents and warrants that Client: (a) is authorised to use the billing account provided to Force and that any payment information provided is true, complete and accurate; and (b) has full authorisation to allow Force to charge Client using Client’s billing account.
- Failure to Pay. If Client is delinquent in the payment of any invoice, Force may at its option, suspend access to the Force Solution until such payments are made in full. Payments to Force must be made without deduction, counterclaim or set-off of any kind. Except as otherwise set forth in the Order, payments are due within 30 days of Force’s invoice. Any payments that are not timely paid as provided hereunder will, at Force’s option, bear compound interest at one percent per month. Force may invoice Client at the same time for more than one prior billing period for amounts that have not previously been processed. Client will not adopt multiple accounts to simulate or act as a single account, or otherwise access or use the Force Solution in a manner intended to avoid incurring fees.
- Response to Process. If Force is required to respond to a subpoena or other formal request from a third party or a governmental agency for records, Content or other information relating to the Force Solution or services Force has performed for Client or on Client’s behalf, or to testify by deposition or otherwise, Client will reimburse Force’s reasonable time and expenses incurred in accordance with Force’s then-current time and expense rates, if the time required by Force exceeds three person-hours, except as otherwise stated in the Order.
- Taxes. Client will bear and be responsible for the payment of all taxes, including all sales, use, value-added, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with this Agreement or provision of the Force Solution (excluding only taxes based on Force’s net income). If Force is required to pay or collect any such taxes or other charges for which Client is responsible under this section, Client will pay the appropriate amount as invoiced.
5. Force Solution Integrity
Client is prohibited from breaching or attempting to breach any security features of the Force Solution and from taking any action that would otherwise adversely impact the availability, reliability, security, or stability of the Force Solution. Such prohibitions include, without limitation: (a) accessing content or materials not intended for Client, or logging onto a server or account that Client is not authorised to access; (b) attempting to probe, scan, or test the vulnerability of the Force Solution; (c) testing the Force Solution in order to find limitations, vulnerabilities or evade filtering capabilities; (d) accessing or tampering with non-public areas of the Force Solution, Force computer systems, or the technical delivery systems of Force or Force’s providers; (e) accessing or attempting to access the Force Solution by any means (automated or otherwise) other than through the currently available, published and enabled interfaces provided by Force; or (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Force Solution, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Force). Client acknowledges that Force has sole discretion over the maintenance, development, and disposition of the Force Solution.
6. Disclaimer of Warranties & Limitation of Liability
- Disclaimer. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, FORCE DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE FORCE SOLUTION, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Client acknowledges that use of the Force Solution is not reliant or dependent on the availability of any future functionality or features or on any oral or written public or private comments or representations made by Force. Force makes no warranty that (a) the Force Solution will meet Client’s requirements, goals or needs, (b) Force Solution access will be uninterrupted, timely, secure or error-free, or (c) any delays, errors or deficiencies in the Force Solution will be corrected.
- Force Indemnity. For as long as a subscription term under this Agreement is in effect, Force will defend “Client Parties” (defined as Client, its affiliates, and officers, directors, employees and agents of Client and its affiliates), at its expense, from and against any third party demand, claim, action, suit or legal proceeding alleging that Force’s provision of the Force Solution (excluding Content and Other Applications) infringes a third party intellectual property right. Force will indemnify and hold Client Parties harmless against all costs, damages, losses, liabilities, and expenses (including, without limitation, costs and reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, or such settlement amount negotiated by Force, attributable to such claim. This section will not apply to (a) patent infringement claims arising from (i) combinations of the Force Solution with products, services, hardware or software provided by a party other than Force; or (ii) compliance with industry, technical or commercial standards or consortia such as the ISO, the W3C, or any other industry standard or practice; (b) any use, distribution, or display of the Force Solution in breach of this Agreement; or (c) any claim in which Client or any Client affiliate has an interest. This section sets forth Client’s sole remedy and Force’s sole obligation with respect to any claim of intellectual property infringement.
- Client Indemnity. Client hereby agrees to fully indemnify, defend and hold harmless Force, its affiliates, and officers, directors, employees and agents of Force and its affiliates, from and against any and all claims, losses, damages, judgments, awards, costs, liabilities, expenses, sanctions, and fees (including reasonable in-house and external lawyers fees and costs) directly or indirectly caused by or incurred by reason of (a) a claim brought by Authorised Users, or (b) breach or alleged breach of sections 2.5, 2.12, or 5, or (c) any other third party allegation, lawsuit, claim or proceeding, arising out of or related to: (i) Client Content; or (ii) any conduct or activity of Authorised Users. Force may assume the exclusive defence and control of any matter for which Client is required to indemnify Force under this section, at Client’s expense. Client will cooperate with Force’s defence and settlement of such claims.
7. Term & Termination
- Term. Access to the Force Solution commences on the date set forth in the Order and will continue in effect for the period(s) set forth in the Order. Annual terms will automatically renew unless Client has elected not to renew (via the mechanism provided in the Force Solution dashboard). If Client fails to cancel the renewal prior to the renewal date, the subscription term will automatically renew for the same interval as the original subscription term. Subscriptions can be managed via the Force Solution billing portal. No refunds are provided. Client is solely responsible for retrieval of Client’s Content, data and feeds prior to termination of the subscription. After termination, Client’s ability to retrieve such data may be subject to charges imposed by Force.
- Termination. A subscription will be terminable for cause as follows: (a) by either party in the event of a material remediable breach of this Agreement; in such case, the non-defaulting party will give notice of such default and opportunity to cure if the breach is remediable or reasonably capable of cure, and if the remediable breach is not substantially cured within thirty days from receipt of such written notice, the non-defaulting party may notify the defaulting party in writing of the immediate termination of all applicable subscriptions; or (b) immediately upon written notice by either party in the event of material irremediable breach of this Agreement; or (c) immediately upon Force’s written notice if the Content, Other Applications or the Force Solution becomes the subject of a claim of intellectual property or other rights infringement, or of a claim of privacy or data breach. Force may additionally terminate a subscription upon written notice to Client if either party: (d) becomes the subject of a legal proceeding under a law relating to insolvency or bankruptcy; (e) has property that becomes under the control of a custodian or equivalent under applicable law, or is assigned for the benefit of creditors; (f) generally ceases relevant business operations; or (g) generally fails to pay debts as they become due or acknowledges in writing its inability to do so. Additionally, Force may suspend or terminate a subscription due to violation or breach of the terms of sections 2 or 5 by Client or any Authorised User: (h) upon three business days written notice to Client (“Violation Notice”), unless within such three-business day period the offending activity has ceased; and (i) immediately upon written notice to Client for violations that were the subject of a previous Violation Notice.
- Effect. Upon expiration or termination, all access and licenced rights under this Agreement terminate, and Client will cease all use of the Force Solution, and pay any outstanding fees owed to Force and all remaining fees applicable to the remaining term of the subscription. Termination will not relieve Client of the obligation to pay fees payable to Force for the period prior to the effective date of termination. Rightful and lawful termination by either party, or expiration under the terms hereof, will not give rise to the right for the non-terminating party, or to either party in the case of expiration, to recover damages or to indemnification of any nature. The rights of either party under this section 7 are in addition to any other rights and remedies permitted by law or under this Agreement.
8. General Provisions
- Account Termination. Force may terminate any Authorised User account for cause, including without limitation for: (a) violation of these Terms; (b) abuse of Force resources or any attempt to gain unauthorised entry to the Force Solution; (c) use of the Force Solution in a manner inconsistent with its purpose; or (d) requirements of or for failure to comply with applicable law, regulation, court or governing agency order, or ethical requirements. Force will not be liable for any termination of access to the Force Solution or Content. After account termination, Client will not attempt to register a new account for such Authorised User without Force’s permission. Force reserves the right to and may at any time refuse Force Solution access to anyone that, in Force’s sole discretion, would damage or impair Force’s brand or reputation.
- Trademarks; Media. Client is granted no right, title or licence to any third party or Force trademarks or servicemarks. Force reserves all right, title and interest in and to Force trademarks, servicemarks, trade names, domain names, and similar identifiers. Following thirty days of uninterrupted Force Solution usage without incident, Client hereby authorises Force to disclose in Force websites, marketing collateral, and corporate presentations that Client has selected Force and purchased the use of Force’s solutions and services, using Client logos and marks. Client may revoke such authorisation at any time upon five business days’ written notice.
- Force Majeure. Except for obligations to pay money hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will give rise to any claim against such party or be deemed to be a breach of this Agreement if and for as long as such failure or omission arises from any cause beyond the reasonable control of that party.
- Governing Law; Limitations. The Subject Matter (as defined in section 6.2), and any disputes between the parties related to or concerning the Subject Matter (including tort as well as contract claims, and whether pre-contractual or extra-contractual), will be governed by the procedural and substantive laws of one of the following jurisdictions, depending on the location of the Client:
Client’s Place of Headquarters, Principal Business, or Domicile Governing Law North America, South America, Central America, Caribbean New York, USA Europe, Middle East, Africa, Russia Malta Australia Australia All Other Locations Singapore
- Dispute Resolution. Except for actions or claims described in section 8.8, the parties will first try to resolve dispute(s) between them informally, and neither party may start a formal arbitration or court proceeding for at least thirty days after one party notifies the other party of a dispute in writing. Notice of the dispute will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested.
- Arbitration. Any disputes between or claims brought by either party arising out of or related to the Subject Matter (as defined in section 6.2), including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes must be referred to and finally settled by binding arbitration before the International Court of Arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect at the time of arbitration except as inconsistent with this section. The venue for the arbitration will be as follows:
Client’s Place of Headquarters or Domicile Venue for Arbitration North America, South America, Central America, Caribbean New York City, New York, USA Europe, Middle East, Africa, Russia London, England Australia Sydney, Australia All Other Locations Singapore
The arbitration will be conducted remotely and/or based solely upon submissions where no in-person appearance is required. The arbitrator will apply the law specified in section 8.4 above. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, must be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. All claims between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers’ fees and costs associated with enforcing this section, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion
- Assignment. Neither party may assign or transfer, in whole or in part, this Agreement or any subscription, except that either party may assign this Agreement in its entirety in connection with a merger, acquisition, or sale of business or assets, without the need for prior written consent. Notwithstanding the foregoing, Force’s written consent will be required for any assignment to a Force competitor or a Force customer. The party assigning this Agreement in compliance with this section shall notify the non-assigning party no later than five business days following such assignment. Any purported assignment or transfer in violation of this section will be void. This Agreement will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.
- Injunctive Relief; Prevailing Party. Client acknowledges that breach of this Agreement, or any unauthorised use, disclosure or distribution of the Force Solution (or its functionality) may cause irreparable harm to Force, the extent of which would be difficult to ascertain, and that Force will be entitled to seek immediate injunctive relief (in addition to any other available remedies, including remedies under intellectual property rights, the availability of which Client acknowledges), in any court of competent jurisdiction under the applicable laws thereto (notwithstanding section 8.6, and Force’s right to pursue such relief and remedies is not arbitrable). A party prevailing in any litigation or arbitration related to this Agreement or the Subject Matter will be entitled, in addition to such other relief as may be granted, to an award of reasonable attorneys’ fees.
- Miscellaneous. Except as may otherwise be set forth in the Order, this Agreement and the Order constitute the entire agreement between the parties regarding the Force Solution, superseding any prior agreements, understandings, communications or proposals; additional online terms of either party will not apply. This Agreement is a contract for the provision of services and not a contract for the sale of goods. Software is delivered as a service; Force will provide no copies of software except as may be set forth in the Order. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. No waiver of any provision of this Agreement will be deemed a further waiver or continuing waiver or such provision or any other provision, and Force’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between the parties and any user or other person or entity. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party any right, benefit or remedy under or by reason of this Agreement. The parties have expressly required that the present Agreement and any other contract, document or notice relating thereto be drafted in the English language. Les parties aux présentes ont expressément exige que le présent contract et tout autre contract, document ou avis y afferant soient rédiges en langue anglaise.