Formantiq Terms of Use

Formantiq is a brand name owned and operated by DGX, LLC ("DGX," "Formantiq," "we," "us," or "our"). These Formantiq Terms of Use ("Terms" or "Agreement") govern your access to and use of Formantiq's services, including workflow services made available through our website, application, order forms, trial access, or other approved access methods (collectively, the "Service").

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE.

PLEASE NOTE THAT THIS AGREEMENT CONTAINS A BINDING AND MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES. ANY DISPUTE RELATING TO THIS AGREEMENT, YOUR ACCOUNT, OR THE SERVICE MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS, EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 13.7 AND 13.8.

THIS AGREEMENT MAY ALSO CONTAIN AUTO-RENEWAL TERMS. PLEASE REVIEW SECTION 7.1 TO UNDERSTAND THE COMPLETE EXTENT OF YOUR RIGHTS AND OBLIGATIONS UNDER ANY AUTO-RENEWAL TERMS.

Capitalized terms not defined in these Terms have the meanings given to them in the applicable Order, pricing page, Privacy Policy, or other written agreement between you and Formantiq.

1. Acceptance of Terms

BY CREATING AN ACCOUNT, ACCESSING OR USING THE SERVICE, STARTING A TRIAL, EXECUTING AN ORDER, OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS, YOU AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.

You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have authority to enter into this Agreement; and (c) if you are entering into this Agreement on behalf of a company, organization, or other legal entity, you have authority to bind that entity and its affiliates to these Terms, in which case the terms "Customer," "you," and "your" refer to that entity and its affiliates.

If you do not have such authority, or if you do not agree to these Terms, you may not access or use the Service. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

2. Service and License

2.1 Service. Formantiq provides workflow services to its customers. For purposes of this Agreement, the "Service" includes the workflows, applications, tools, features, documentation, support, and related offerings made available by Formantiq, including as described in an applicable Order, pricing page, trial, or other written agreement. Subject to Formantiq's receipt of applicable Fees, Formantiq will use commercially reasonable efforts to make the Service available to Customer in accordance with this Agreement and any applicable Order.

2.2 License to Use the Service. Subject to these Terms and payment of applicable Fees, Formantiq grants Customer, during the applicable Term, a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable right to access and use the Service solely for Customer's internal business purposes. Any such use is subject to Customer's compliance with this Agreement and any additional limitations or restrictions set forth in an applicable Order.

2.3 Order. For purposes of this Agreement, an “Order” includes any purchase of credits, prepaid usage, subscription access, or other paid access to the Services, whether completed through Formantiq’s website, pricing page, checkout flow, invoice, order form, or other Formantiq-approved purchase process. Credits and other usage entitlements are governed by the applicable Order or the terms presented at the time of purchase.

2.4 Trials. If Customer accesses or uses the Service on a trial or evaluation basis as identified in an applicable Order or otherwise by Formantiq (a "Trial"), Customer may use the Service during the Trial subject to any limits specified by Formantiq. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT INDEMNIFICATION, SUPPORT, WARRANTIES, OR REPRESENTATIONS OF ANY KIND. A Trial may be subject to additional restrictions, limitations, or differing terms specified by Formantiq.

2.5 No-Fee Access. If Customer accesses or uses the Service on a no-fee basis ("Limited Use"), Customer may use the Service during the Limited Use period subject to any limits specified by Formantiq. Customer acknowledges and agrees that Limited Use is provided on an "as is" and "as available" basis, without indemnification, support, warranties, or representations of any kind. Formantiq may terminate Limited Use at any time and for any reason, or modify applicable terms by publishing notice on Formantiq's website or otherwise providing notice to Customer.

2.6 Support Services. During the Term, Formantiq may provide support services. Customer acknowledges that support services may be subject to additional Fees or additional terms as provided in an applicable Order. Support commitments, if any, will be described in an applicable Order or separate support terms.

2.7 Service Suspensions. Formantiq may suspend Customer's access to or use of the Service: (a) immediately if Formantiq reasonably believes Customer's use of the Service may pose a security risk or may adversely impact the Service; (b) immediately if Customer becomes insolvent, ceases to operate in the ordinary course, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, reorganization, liquidation, dissolution, or similar proceedings; (c) following thirty (30) days' written notice if Customer breaches this Agreement or any Order and does not cure such breach, if curable, within the notice period; or (d) if Customer fails to pay applicable Fees.

3. Restrictions and Reservations

3.1 Restrictions. Customer will use the Service only in accordance with this Agreement, any applicable Order, and all applicable laws and regulations, including laws related to data protection and privacy. Customer agrees not to, and will not permit any third party to: (a) remove or alter any proprietary notices or labels from the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, source code, methods, processes, or algorithms of the Service or any technology used to provide the Service; (c) rent, resell, sublicense, distribute, time-share, or otherwise allow any third party to access or use the Service, except as expressly permitted by Formantiq; (d) interfere with, disrupt, or attempt to gain unauthorized access to the Service or related systems; or (e) use the Service outside the scope of this Agreement or an applicable Order.

3.2 Reservations. Customer acknowledges and agrees that the Service is provided under license and is not sold to Customer. Except for the limited access and use rights expressly granted in this Agreement, nothing in this Agreement grants Customer any title, ownership interest, or other rights in or to any copyrights, patents, trademarks, trade secrets, workflows, methods, processes, software, or other proprietary rights in or relating to the Service, whether by implication, estoppel, or otherwise. Formantiq and its licensors and service providers reserve and retain all right, title, and interest in and to the Service.

4. Proprietary Rights

4.1 Ownership. Formantiq retains all right, title, and interest, whether pre-existing or otherwise, in and to the Service and any workflows, applications, tools, software, methods, processes, configurations, templates, documentation, improvements, modifications, updates, enhancements, or other intellectual property created, used, provided, or made available by Formantiq under or in connection with the Service. This includes workflows configured or customized by Formantiq, by Customer, or by both parties as part of the Service. Customer's rights are limited to the access and use rights expressly granted in this Agreement.

4.2 Feedback. Customer may provide suggestions, comments, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"). Customer agrees that Formantiq may use or incorporate Feedback into the Service and other Formantiq products, services, or technologies without restriction or obligation to Customer.

4.3 Similar Services. Nothing in this Agreement will impair Formantiq's right to develop, acquire, license, market, promote, or distribute services, products, software, technologies, workflows, or methods that perform the same or similar functions as, or otherwise compete with, any services, products, software, technologies, workflows, or methods that Customer may develop, produce, market, or distribute.

5. Data and Privacy

5.1 Privacy Policy. Formantiq's Privacy Policy is available at formantiq.com/legal/privacy and is incorporated into this Agreement by reference. Please review the Privacy Policy to learn about Formantiq's information collection, use, and disclosure practices with respect to information collected through the Service.

5.2 Customer Data. Customer Data is, and will remain, the property of Customer. For purposes of this Agreement, "Customer Data" means any data, documents, information, content, or other materials provided, uploaded, submitted, transmitted, or otherwise made available by Customer to or through the Service. Customer, not Formantiq, has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data.

Customer grants Formantiq a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, collect, transfer, process, store, and transmit Customer Data solely as necessary to provide the Service to Customer under this Agreement and any applicable Order, and as otherwise permitted by the Privacy Policy.

5.3 Derived Data. Customer understands and acknowledges that Formantiq may generate data, analytics, learnings, or other information from Customer Data or Customer's use of the Service ("Derived Data"). Formantiq may use Derived Data for internal business purposes, including improving, testing, operating, promoting, and marketing Formantiq's products and services, provided that such Derived Data does not identify Customer or any individual.

5.4 Customer Responsibility; Customer Data. Customer is solely responsible for Customer Data, including: (a) compliance with applicable laws and this Agreement; (b) any claims relating to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) backing up and maintaining Customer Data. Customer is also responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use.

5.5 Data Protection Terms. To the extent Formantiq processes personal information on Customer's behalf, such processing is subject to the Privacy Policy and any separate data processing agreement or similar written data protection terms executed by the parties, if applicable.

5.6 Formantiq Responsibility; Customer Data. Formantiq will use commercially reasonable efforts to maintain the security and integrity of the Service and Customer Data controlled by Formantiq. Formantiq is not responsible for unauthorized access to Customer Data or unauthorized use of the Service unless such access or use is directly due to Formantiq's gross negligence or willful misconduct. Formantiq may retain Customer Data for up to thirty (30) days following termination or expiration of the corresponding Order or account, unless otherwise stated in an applicable Order or required by law. After that period, Customer Data may be irretrievably deleted.

6. Fees, Orders, and Taxes

6.1 Fees. Customer will pay Formantiq all fees set forth in each applicable Order, pricing page, or other written agreement (collectively, the "Fees"). Customer acknowledges that Customer has no right to return the Service and that all Fees are non-refundable unless expressly stated otherwise. If Formantiq initiates legal action or collection activity due to nonpayment, Customer will bear all costs resulting from the collection of unpaid Fees, including reasonable attorneys' fees.

6.2 Additional Services. Customer may place Orders for additional Service or to extend the Term of existing Service by specifying such order details in an Order agreed to in writing by the parties or otherwise accepted through Formantiq's approved ordering process.

6.3 Taxes. If Formantiq has a legal obligation to pay or collect taxes for which Customer is responsible, including sales, use, transfer, privilege, excise, value-added, withholding, or similar taxes and duties imposed by reason of performance of the Service, the appropriate amount will be invoiced to and paid by Customer unless Customer provides Formantiq with a valid tax exemption certificate authorized by the appropriate taxing authority. All amounts payable to Formantiq under this Agreement are payable without set-off and without deduction of any taxes, levies, imposts, charges, withholdings, or duties of any nature.

7. Term and Termination

7.1 Term. The term of this Agreement begins on the date Customer accepts these Terms, signs an Order, creates an account, begins a Trial, or starts using the Service, whichever occurs first (the "Effective Date"), and continues until terminated in accordance with this Agreement. Each Order will continue for the term stated in that Order (the "Term"). Each Order will renew automatically at the end of the applicable Term unless either party provides advance written notice of non-renewal as stated in the applicable Order.

7.2 Termination for Breach. This Agreement and any Orders may be terminated: (a) by either party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days after written notice, if the breach is remediable, or immediately upon notice if the breach is not remediable; or (b) by Formantiq upon written notice if Customer makes or attempts to make an assignment for the benefit of creditors, enters into a composition with creditors, or becomes subject to any bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days.

7.3 Effect of Termination. Upon expiration or termination of this Agreement, Customer will immediately cease use of the Service and return or destroy any Formantiq Confidential Information, materials, or other information provided by Formantiq. Termination or expiration does not relieve Customer of its obligation to pay all Fees accruing prior to termination. If Formantiq terminates this Agreement or an Order due to Customer's uncured material breach, Customer will pay Formantiq all Fees for the entire Term set forth in the corresponding Order, to the extent permitted by law.

7.4 Survival. The following provisions will survive termination or expiration of this Agreement: Sections 3.2, 4, 5, 6, 7.3, 7.4, 8, 9, 11, 12, and 13, together with any other provisions that by their nature should survive.

8. Confidentiality

During the term of this Agreement, either party may provide the other party with confidential or proprietary materials and information ("Confidential Information"). All materials and information provided by the disclosing party and identified at the time of disclosure as "Confidential" or with a similar legend, and all other information that the receiving party reasonably should understand to be confidential, will be considered Confidential Information.

Each Order and all non-public pricing terms are Formantiq Confidential Information. The receiving party will maintain the confidentiality of Confidential Information and will not disclose such information to any third party without the disclosing party's prior written consent. The receiving party will use Confidential Information only internally for the purposes contemplated by this Agreement.

The obligations in this Section do not apply to information that: (a) is made generally available to the public without breach of this Agreement; (b) is developed by the receiving party independently and without reference to Confidential Information; (c) is disclosed to the receiving party by a third party without restriction; or (d) was in the receiving party's lawful possession before disclosure and was not obtained directly or indirectly from the disclosing party.

The receiving party may disclose Confidential Information as required by law or court order, provided that the receiving party gives the disclosing party prompt written notice, to the extent legally permitted, and uses reasonable efforts to limit the disclosure. Upon the disclosing party's written request, the receiving party will return or destroy the disclosing party's Confidential Information in its possession, including copies and extracts, except to the extent retained in routine backups or as required by law.

9. Indemnification

9.1 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Formantiq, its affiliates, suppliers, licensors, and service providers, and each of their respective officers, directors, employees, contractors, and representatives, from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to any third-party claim with respect to: (a) Customer Data; (b) Customer's breach of this Agreement or violation of applicable law; or (c) alleged infringement or misappropriation of third-party intellectual property rights resulting from Customer Data or caused or contributed to by Customer.

9.2 Indemnification by Formantiq. Formantiq will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from a third-party claim that Customer's authorized use of the Service directly infringes or misappropriates a third party's United States or Berne Convention signatory country intellectual property rights (an "Infringement Claim").

Notwithstanding any other provision in this Agreement, Formantiq has no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) Customer Data; (b) the combination of the Service with products, services, software, data, or materials not provided by Formantiq; (c) non-discretionary designs, specifications, instructions, or requirements provided by Customer; (d) Customer's modification of the Service or use of the Service outside the scope of this Agreement or an applicable Order; or (e) Customer's failure to use a version or update made available by Formantiq that would have avoided the claim. Customer agrees to reimburse Formantiq for damages, losses, costs, and expenses incurred as a result of any of the foregoing excluded matters.

9.3 Notice of Claim and Indemnity Procedure. In the event of a claim for which a party seeks indemnity or reimbursement under this Section 9, the party seeking indemnity (the "Indemnified Party") must: (a) notify the indemnifying party in writing as soon as practicable, and in no event later than thirty (30) days after receipt of the claim, together with information reasonably necessary for the indemnifying party to evaluate the claim; and (b) allow the indemnifying party to assume full control of the defense of the claim, including retaining counsel of its choosing. The Indemnified Party will reasonably cooperate with the indemnifying party in the defense of the claim.

Upon assumption of the defense by the indemnifying party, the indemnifying party will not be liable for fees or expenses of additional counsel retained by the Indemnified Party. The indemnifying party has no obligation to indemnify or reimburse the Indemnified Party for any losses, damages, costs, expenses, settlement liability, or other sums voluntarily paid by the Indemnified Party without the indemnifying party's prior written consent.

Subject to the maximum liability set forth in Section 11, this Section 9 states the parties' entire understanding regarding indemnification and reimbursement, including with respect to Infringement Claims and related claims for breach of warranty, and each party's sole obligation to indemnify or reimburse any Indemnified Party.

10. Warranty

10.1 Warranty. The Service, when used by Customer in accordance with this Agreement and the applicable specifications in an Order, will perform in all material respects the functions described in the applicable Order during the corresponding Term.

10.2 Exclusive Remedy. Customer must report any breach of the warranty set forth in this Section 10 in accordance with the notice provisions of this Agreement. In the event of a breach of warranty by Formantiq, Customer's sole and exclusive remedy, and Formantiq's entire liability, will be Formantiq's prompt correction of the material non-conformance in order to minimize any material adverse effect on Customer's business.

10.3 Disclaimer of Warranty. Formantiq does not represent or warrant that operation of the Service, or any portion of the Service, will be uninterrupted or error-free, or that the Service, or any portion of the Service, will operate in combination with hardware, software, systems, data, or services not provided by Formantiq, except as expressly specified in the applicable Order.

CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, FORMANTIQ MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR ITS CONDITION. FORMANTIQ PROVIDES THE WARRANTY SET FORTH IN SECTION 10.1 IN LIEU OF, AND FORMANTIQ EXPRESSLY EXCLUDES, ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT.

11. Limitations of Liability

11.1 Exclusion of Incidental and Consequential Damages. EXCEPT FOR BREACH OF SECTION 8 ("CONFIDENTIALITY"), IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Monetary Liability. FORMANTIQ'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

12. Compliance

12.1 Export Control. Customer certifies that Customer will comply with all current United States export control and sanctions laws. Customer agrees to defend, indemnify, and hold Formantiq harmless from any liability arising from Customer's violation of export control or sanctions laws.

12.2 Compliance with Laws. Customer will comply with all applicable laws and regulations in its use of the Service, including laws and regulations related to privacy, data protection, and the unlawful gathering or collecting of information. Customer will, at its own expense, defend, indemnify, and hold harmless Formantiq from and against any claims, losses, liabilities, damages, judgments, government sanctions, costs, and expenses, including attorneys' fees, incurred by Formantiq arising from any claim or assertion by a third party that Customer or its agents, officers, directors, employees, contractors, or representatives violated applicable privacy, data protection, or similar laws or regulations.

13. General Provisions

13.1 Assignment. Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Formantiq may transfer or assign its rights and obligations under this Agreement without consent in connection with a merger, change in control, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.2 Force Majeure. Neither party will be responsible for failure or delay in performance caused by events outside its reasonable control, including acts of God, Internet outage, terrorism, war, fires, earthquakes, natural disasters, labor disputes, government actions, or failures of third-party service providers (each, a "Force Majeure"). Notwithstanding the foregoing: (a) Customer remains liable for payment obligations for Service rendered; and (b) if a Force Majeure continues for more than thirty (30) days, either party may terminate the affected Order by written notice to the other party.

13.3 Notices. All notices between the parties must be in writing and will be deemed given if personally delivered, sent by registered or certified mail with return receipt requested, sent by recognized courier service, or sent by email to the notice address provided in the applicable Order or account records. Notices to Formantiq may be sent to legal@formantiq.com. Notices to Customer may be sent to the email address associated with Customer's account or Order.

13.4 Independent Contractor. Formantiq is an independent contractor. Nothing in this Agreement creates any agency, partnership, joint venture, fiduciary, franchise, or employment relationship between the parties. Customer does not have authority to bind Formantiq in any manner.

13.5 Governing Law and Venue. This Agreement is governed exclusively by, and construed exclusively in accordance with, the laws of the State of New Hampshire, United States, without regard to its conflict of law provisions. For any action that is not subject to the binding arbitration and class action waiver provisions in Sections 13.7 and 13.8, each party submits exclusively to the jurisdiction of the state courts located in Hillsborough County, New Hampshire, and the federal courts having jurisdiction over New Hampshire. Each party waives any right it may have to challenge such forum on the basis of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or any Order.

13.6 Informal Resolution. Before initiating arbitration or any court proceeding, the parties will first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") informally for at least thirty (30) days after written notice of the Dispute, except where a party seeks provisional, injunctive, or equitable relief to protect its intellectual property, Confidential Information, or other rights.

13.7 Binding Arbitration. Any unresolved Dispute, except as otherwise provided in this Agreement or where a party seeks provisional, injunctive, or equitable relief arising out of or concerning that party's intellectual property rights, Confidential Information, or unauthorized use of the Service, will be submitted to mandatory and binding arbitration before one arbitrator. The parties will attempt to mutually agree on the arbitrator. If the parties cannot agree on an arbitrator within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association ("AAA"), the arbitrator will be selected by the AAA. The arbitrator must have reasonable experience with commercial technology services agreements.

The arbitration will take place in Hillsborough County, New Hampshire, unless the parties agree otherwise in writing or the arbitrator permits remote proceedings, and will be conducted in accordance with the AAA Commercial Arbitration Rules then in effect. Judgment upon any award rendered in arbitration will be binding and may be entered in any court having jurisdiction.

Unless otherwise agreed in writing by all parties or ordered by the arbitrator, there will be limited discovery before the arbitration hearing as follows: (a) one set of interrogatories; (b) one set of requests for admission; (c) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated; and (d) depositions of all party witnesses. Depositions will be conducted in accordance with the New Hampshire Rules of Civil Procedure to the extent not inconsistent with the AAA rules or the arbitrator's orders. The arbitrator will provide the parties with a written statement of the basis for any award or order. A court reporter will record all arbitration hearings, and that record will constitute the official transcript of the proceedings.

13.8 Class Action Waiver. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. No arbitration may be joined with any other arbitration or proceeding except by written agreement of all parties. If this class action waiver is found unenforceable as to any Dispute, that Dispute will proceed in court under Section 13.5 rather than in arbitration.

13.9 Marketing. Customer grants Formantiq the right to identify Customer as a Formantiq customer and to use Customer's name, mark, or logo on Formantiq's website and in Formantiq marketing materials in connection with Customer's use of the Service, unless otherwise stated in an applicable Order or otherwise agreed in writing by the parties.

13.10 Changes to Terms. Formantiq may modify these Terms by posting revised Terms, providing notice to the email address associated with Customer's account, or otherwise giving reasonable notice. For material modifications, the revised Terms will take effect no fewer than fourteen (14) days after notice is sent or posted, unless a later effective date is stated. For all other modifications, the revised Terms will take effect on the date stated in the notice or posting. Customer's continued use of the Service after the effective date constitutes acceptance of the revised Terms. If Customer does not agree to a modification, Customer may stop using the Service or terminate as permitted under this Agreement or the applicable Order.

13.11 Entire Agreement. This Agreement, together with all applicable Orders and any documents incorporated by reference, is the complete and exclusive statement of the parties' mutual understanding and supersedes all previous written and oral agreements, communications, and understandings relating to its subject matter. Except as otherwise provided in this Agreement, any waiver or modification must be in writing and signed by both parties.

13.12 Severability. If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable, that term or provision will be interpreted to the fullest extent possible to be valid and enforceable. The validity and enforceability of the remainder of this Agreement will not be affected.

13.13 Order of Precedence. In the event of a conflict between this Agreement and an Order, this Agreement controls except to the extent the Order expressly modifies this Agreement with respect to that Order. No terms in any purchase order, vendor onboarding form, invoice portal, or similar customer-provided document will modify or supplement this Agreement unless expressly agreed in writing by Formantiq.