Support Terms & Conditions
1.1 “Customer Service Center” means units within Infinity’s support organization that customers may contact for general support related inquiries through the described contact channels.
1.2 “End-to-End Supportability” means support for incidents that occur in integrated business scenarios consisting of Infinity Subscription Services and/or both Infinity Non-Recurring Services and other Infinity products with a valid support agreement.
1.3 “Global Support” means Infinity’s knowledge database and Infinity’s extranet for knowledge transfer on which Infinity may make available content and services to customers and partners of Infinity only.
1.4 “Go-Live” marks the point in time from when, after set-up of the Service(s) for a customer, the Service(s) can be used by that customer for processing real data in live operation mode and for running that customer’s internal business operations in accordance with its agreement for such Service(s).
1.5 “Local Time Zone” under these Support Terms & Conditions means a customer’s local time zone, depending on where the customer is headquartered.
1.6 “Mission Critical Support” means incident handling by Infinity for issues related to support hereunder with priority levels of P1 and P2, including Initial Response, Ongoing Communications and Resolution Targets (as set forth in the below table under Section 4: Response Levels).
1.7 “Non-Defect Issue” means a reported support case that does not involve a defect in the applicable Infinity Service and does not require engineering/development or operations personnel to resolve.
1.8 “Periodic Service Reviews” means periodic meetings with named customer contact to review key business objectives captured in a scorecard for their solutions.
1.9 “Proactive Checks” means self-services, providing recommendations for the specific customer situation.
1.10 “Release Update Information” means generally available documents and information made available by Infinity to inform and instruct customers on new product release changes.
1.11 “Infinity Service” means any Service set forth in an applicable License & Support Subscription Agreement.
1.12 “Infinity Support Services” means on-call access to support experts who help customers on support-related requests and advice on the right support deliverables and assets.
1.13 “Support Expert” means a specific Infinity customer representative that is assigned to Customers as the primary contact for ongoing management, to provide support case oversight, technical guidance and mentorship, customer-specific information on release updates and guidance on adoption and usage.
2. SUPPORT OFFERINGS.
2.1 Infinity Basic Support. Basic Support services are included in the subscription fees for Infinity Services as set forth in the Customer’s applicable License & Support Subscription Agreement. Basic Support Services include: (a) Mission Critical Support for P1 issues; (b) Non-Mission Critical Support for P2, P3 and P4 issues; (c) unlimited Customer Service Center access; (d) Global Support; (e) End-to-End Supportability; and (f) Infinity Support Services.
2.2 Infinity Advanced Support. For an additional annual fee, customers may obtain Advanced Support services. Advanced Support Services include: (a) Mission Critical Support for P1 and P2 issues; (b) Non-Mission Critical Support for P3 and P4 issues; (c) unlimited Customer Service Center access; (d) Global Support; (e) End-to-End Supportability; (f) Infinity Support Services; (g) Proactive Checks; (h) Periodic Service Reviews; (i) Release Update Information; and (j) direct access to a Support Expert during business hours in the customer’s Local Time Zone.
3. CONTACTING SUPPORT.
3.1 Beginning on the effective date of a Customer’s License & Support Subscription Agreement for Services, that customer may contact Infinity’s support organization as primary point of contact for support services.
3.2 Customers utilizing Basic Support should contact the Infinity Customer Service Center at:
Infinity Customer Support
Phone: 1 – (800) 780 – 6031 ext. 1
Email: [email protected]
3.3 Customers who have subscribed to Advanced Support should contact their Support Expert directly at:
Infinity Advanced Customer Support
Phone: 1 – (800) 780 – 6031 ext. 1
Email: [email protected]
4. CUSTOMER RESPONSE LEVELS.
Infinity responds to submitted support cases (also referred to as “case”, “incident”, or “issue”) as described below.
Very High: An incident should be categorized with the priority “very high” if the problem has very serious consequences for normal business processes or IT processes related to core business processes. Urgent work cannot be performed. This is generally caused by the following circumstances: – A productive service is completely down. – The imminent system Go-Live or upgrade of a production system cannot be completed. – The customer’s core business processes are seriously affected. A workaround is not available for each circumstance. The incident requires immediate processing because the malfunction may cause serious losses.
Initial Response: Within one hour of case submission. Ongoing Communication: Unless otherwise communicated by Support, once every hour. Resolution Target: Infinity to provide for issues either a (i) resolution, or (ii) workaround or (iii) action plan within four hours.
High: An incident should be categorized with the priority “high” if normal business processes are seriously affected. Necessary tasks cannot be performed. This is caused by incorrect or inoperable functions in the Infinity Service that are required immediately
Initial Response: Within four hours of case submission. Ongoing Communication: Unless otherwise communicated by Support, once every six hours. Resolution Target: Infinity to provide either a (i) resolution, or (ii) workaround, or (iii) action plan within three business days for Advanced Support customers only.
Medium: An incident should be categorized with the priority “medium” if normal business processes are affected. The problem is caused by incorrect or inoperable functions in the Infinity Service.
Initial Response: Within one business day of case submission. Ongoing Communication: Unless otherwise communicated by Support, once every three business days.
Low: An incident should be categorized with the priority “low” if the problem has little or no effect on normal business processes. The problem is caused by incorrect or inoperable functions in the Infinity Service that are not required daily, or are rarely used.
Initial Response: Within two business days of case submission. Ongoing Communication: Unless otherwise communicated by Support, once every week.
5. CUSTOMER’S RESPONSIBILITIES.
5.1 Customer Contact. In order to receive support, Customer will designate at least two and up to five qualified English speaking contact persons who are authorized to contact or access the Customer Service Center, Infinity Support Services, and/or an Infinity Support Expert for Advanced Support customer. The Customer Contact is responsible for managing all business-related tasks of the Service related to Customer’s business, such as: (i) Support end users and manage their incidents. This includes searching for known solutions in available documentation and liaising with Infinity Support in the event of new problems; (ii) Manage background jobs and the distribution of business tasks across users (if available); (iii) Manage and monitor connections to Customer’s third-party systems (if available); and (iv) Support the adoption of the Service.
5.2 Contact Details. Customer will provide contact details (in particular e-mail address and telephone number) through which the Customer Contact or the authorized representative of the Customer Contact can be contacted at any time. Only authorized Customer Contacts may contact Infinity’s support organization.
5.3 Cooperation. To receive support services, Customer will reasonably cooperate with Infinity to resolve support incidents, and will have adequate technical expertise and knowledge of their configuration of the Service(s) to provide relevant information to enable Infinity to reproduce, troubleshoot and resolve the experienced error such as e.g. reference ID, issue examples, screenshots.
Software License & Subscription
1.1 “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
1.2 “Agreement” means this Software License & Support Subscription Agreement, together with the Supplement; Support Terms and Conditions; and Consulting Services Agreement, if applicable.
1.3 “Authorized User” means any individual to whom Customer grants access authorization to use the Service that is an employee, agent, contractor or representative of: (a) Customer; (b) Customer’s Affiliates; and/or (c) Customer’s and Customer’s Affiliates’ Business Partners.
1.4 “Business Partner” means a legal entity that requires use of a Service in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer.
1.5 “Confidential Information” means: (a) with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business requirements, (iii) Customer implementation plans, and/or (iv) Customer financial information, and (b) with respect to Infinity: (i) the Service, Documentation, Infinity Materials and analyses under Section 3.5, and (ii) information regarding Infinityresearch and development, product offerings, pricing and availability. Confidential Information of either Infinity or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
1.6 “Consulting Services” means professional services, such as implementation, configuration, custom development and training, performed by Infinity’s employees or subcontractors and which are governed by Infinity’s Consulting Services Agreement or similar agreement.
1.7 “Customer Data” means any content, materials, data and information that Authorized Users enter into the production system of the Service or that Customer derives from its use of and stores in the Service (e.g. Customer-specific reports). Customer Data and its derivatives will not include Infinity’s Confidential Information.
1.8 “Documentation” means Infinity’s then-current technical and functional documentation as well as any roles and responsibilities descriptions, if applicable, for the Service which is made available to Customer with the Service.
1.9 “Infinity” means Infinity Platforms and its Affiliates and subcontractors.
1.10 “Infinity Materials” mean any materials provided or developed by Infinity (independently or with Customer’s cooperation) in the course of performance under the Agreement, including in the delivery of any support or Consulting Services to Customer. Infinity Materials do not include the Customer Data, Customer Confidential Information or the Service.
1.11 “Infinity Policies” mean the operational guidelines and policies applied by Infinity to provide and support the Service.
1.12 “Service” means any distinct, subscription-based, hosted, supported and operated on-demand solution provided by Infinity to Customer under this Agreement.
1.13 “Subscription Term” means the term of a Service subscription identified in this Agreement, including all renewals.
1.14 “Supplement” means the supplemental terms and conditions that apply to the Service and that are attached to this Agreement as Schedule A: Supplemental Terms and Conditions.
1.15 “Usage Metric” means the standard of measurement for determining the permitted use and calculating the fees due for a Service as set forth in this Agreement.
2. LICENSE AND RESTRICTIONS.
2.1 Grant of Rights. Infinity grants to Customer a non-exclusive, non-transferable and world-wide right to use the Service (including its implementation and configuration), Infinity Materials and Documentation solely for Customer’s and its Affiliates’ internal business operations. Permitted uses and restrictions of the Service also apply to Infinity Materials and Documentation.
2.2 Authorized Users. Customer may permit Authorized Users to use the Service. Usage is limited to the Usage Metrics and volumes stated in this Agreement. Access credentials for the Service may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Service. Customer is responsible for breaches of the Agreement caused by Authorized Users.
2.3 Acceptable Use Policy. With respect to the Service, Customer will not: (a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works; (b) transmit any content or data that is unlawful or infringes any intellectual property rights; or (c) circumvent or endanger its operation or security.
2.4 Verification of Use. Customer will monitor its own use of the Service and report any use in excess of the Usage Metrics and volume. Infinity may monitor use to verify compliance with Usage Metrics, volume and the Agreement.
2.5 Suspension of Service. Infinity may suspend use of the Service if continued use may result in material harm to the Service or its users. Infinity will promptly notify Customer of the suspension. Infinity will limit the suspension in time and scope as reasonably possible under the circumstances.
2.6 Third Party Web Services. The Service may include integrations with web services made available by third parties (other than Infinity or its Affiliates) that are accessed through the Service and subject to terms and conditions with those third parties. These third party web services are not part of the Service and the Agreement does not apply to them.
2.7 Mobile Access to Service. Authorized Users may access certain Services through mobile applications obtained from third-party websites. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.
3. INFINITY RESPONSIBILITIES.
3.1 Provisioning. Infinity provides access to the Service as described in the Agreement.
3.2 Support. Infinity provides support for the Service as set forth in this Agreement.
3.3 Security. Infinity uses reasonable security technologies in providing the Service. As a data processor, Infinity will implement technical and organizational measures to secure personal data processed in the Service in accordance with applicable data protection laws.
3.4 Modifications. The Service and Infinity Policies may be modified by Infinity. Infinity will inform Customer of modifications by email, the support portal, release notes, Documentation or the Service. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the Service, which Customer may use subject to the Supplement and Documentation. If Customer establishes that a modification is not solely an enhancement and materially reduces the Service, Customer may terminate its subscriptions to the affected Service by providing written notice to Infinity within thirty days after receipt of Infinity’s informational notice.
3.5 Analyses. Infinity or its Affiliates may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the Service and Consulting Services. Analyses will anonymize and aggregate information, and will be treated as Infinity Materials. Examples of how analyses may be used include: optimizing resources and support; research and development; automated processes that enable continuous improvement, performance optimization and development of new Infinity products and services; verification of security and data integrity; internal demand planning; and data products such as industry trends and developments, indices and anonymous benchmarking.
4. CUSTOMER AND PERSONAL DATA.
4.1 Customer Data. Customer is responsible for the Customer Data and entering it into the Service. Customer grants to Infinity (including its Affiliates and subcontractors) a nonexclusive right to process Customer Data solely to provide and support the Service.
4.2 Personal Data. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.
4.3 Security. Customer will maintain reasonable security standards for its Authorized Users’ use of the Service.
4.4 Access to Customer Data. During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Infinity and Customer will find a reasonable method to allow Customer access to Customer Data. Before the Subscription Term expires, Customer may use Infinity’s self-service export tools (as available) to perform a final export of Customer Data from the Service. At the end of the Agreement, Infinity will delete the Customer Data remaining on servers hosting the Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement. In the event of third party legal proceedings relating to the Customer Data, Infinity will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data.
5. FEES AND TAXES.
5.1 Fees and Payment. Customer will pay fees as stated in the Customer Order Form. After prior written notice, Infinity may suspend Customer’s use of the Service until payment is made. Customer cannot withhold, reduce or set-off fees owed nor reduce Usage Metrics during the Subscription Term. This Agreement, once fully executed, is non-cancellable and fees non-refundable.
5.2 Taxes. Fees and other charges set forth in the Customer Order Form will not include taxes, all of which will be for Customer’s account. Customer is responsible for all taxes, other than Infinity’s income and payroll taxes. Customer must provide to Infinity any direct pay permits or valid tax-exempt certificates prior to signing this Agreement. If Infinity is required to pay taxes (other than its income and payroll taxes), Customer will reimburse Infinity for those amounts and indemnify Infinity for any taxes and related costs paid or payable by Infinity attributable to those taxes.
6. TERM AND TERMINATION.
6.1 Term. The Subscription Term is as set forth in the Customer Order Form.
6.2 Termination. A party may terminate the Agreement: (a) upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty day period; (b) as permitted under Sections 3.4, 7.3, 7.4, or 8.1 (with termination effective thirty days after receipt of notice in each of these cases); or (c) immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 11 or 12.6.
6.3 Refund and Payments. For termination by Customer or a Section 8.1 termination, Customer will be entitled to: (a) a pro-rata refund in the amount of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination, and (b) a release from the obligation to pay fees due for periods after the effective date of termination.
6.4 Effect of Expiration or Termination. Upon the effective date of expiration or termination of the Agreement: (a) Customer’s right to use the Service and all Infinity Confidential Information will end; (b) Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement; and (c) termination or expiration of the Agreement does not affect other agreements between the parties.
6.5 Survival. Sections 1, 5, 6.3, 6.4, 6.5, 8, 9, 10, 11, and 12 will survive the expiration or termination of the Agreement.
7.1 Compliance with Law. Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with: (a) in the case of Infinity, the operation of infinity’s business as it relates to the Service; and(b) in the case of Customer, the Customer Data and Customer’s use of the Service.
7.2 Good Industry Practices. Infinity warrants that it will provide the Service: (a) in substantial conformance with the Documentation; and (b) with the degree of skill and care reasonably expected from a skilled and experienced supplier of services substantially similar to the nature and complexity of the Service.
7.3 Remedy. Customer’s sole and exclusive remedies and Infinity’s entire liability for breach of the warranty under Section 7.2 will be: (a) the re-performance of the deficient Service, and (b) if Infinity fails to re-perform, Customer may terminate its subscription for the affected Service. Any termination must occur within three months of Infinity’s failure to re-perform.
7.4 System Availability. Infinity warrants to maintain an average monthly system availability for the production system of the Service as defined in the Supplement. Customer’s sole and exclusive remedy for Infinity’s failure to maintain System Availability is the issuance of a credit of fees pre-paid for the Service. In the event Infinity fails to meet the System Availability set forth in the Supplement: (a) for four consecutive months; or (b) for five or more months during any twelve-month period, or (c) at a system availability level of at least 95% for one calendar month, Customer may terminate its subscriptions for the affected Service by providing Infinity with written notice within thirty days after the failure.
7.5 Warranty Exclusions. The warranties in Sections 7.2 and 7.4 will not apply if: (a) the Service is not used in accordance with the Agreement or Documentation; (b) any non-conformity is caused by Customer, or by any product or service not provided by Infinity; or (c) the Service was provided for no fee.
7.6 Disclaimer. Except as expressly provided in the Agreement, neither Infinity nor its Affiliates make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose,non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Infinity or product roadmaps in obtaining subscriptions for any Service.
8. THIRD PARTY CLAIMS.
8.1 Claims Brought Against Customer. Infinity will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right. Infinity will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Infinity enters into) with respect to these claims. Infinity’s obligations under Section 8.1 will not apply if the claim results from (a) Customer’s breach of Section 2, (b) use of the Service in conjunction with any product or service not provided by Infinity, or (c) use of the Cloud Service provided for no fee. In the event a claim is made or likely to be made, Infinity may procure for Customer the right to continue using the Service under the terms of the Agreement, or replace or modify the Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, Infinity or Customer may terminate Customer’s subscription to the affected Service upon written notice to the other.
8.2 Claims Brought Against Infinity. Customer will defend Infinity against claims brought against Infinity, its Affiliates and subcontractors by any third party related to Customer Data. Customer will indemnify Infinityagainst all damages finally awarded against Infinity, its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.
8.3 Third Party Claim Procedure. The party against whom a third party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. The party that is obligated to defend a claim will have the right to fully control the defense. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.
8.4 Exclusive Remedy. The provisions of Section 8 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.
9. LIMITATION OF LIABILITY.
9.1 Unlimited Liability. Neither party will exclude or limit its liability for damages resulting from: (a) the parties’ obligations under Section 8.1 and 8.2; (b) unauthorized use or disclosure of Confidential Information; (c) either party’s breach of its data protection and security obligations that result in an unauthorized use or disclosure of personal data; (d) death or bodily injury arising from either party’s gross negligence or wilful misconduct; or (e) any failure by Customer to pay any fees due under the Agreement.
9.2 Liability Cap. Subject to Sections 9.1 and 9.3, the maximum aggregate liability of either party (or its respective Affiliates or Infinity’s subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in any twelve-month period will not exceed the annual subscription fees paid for the applicable Service directly causing the damage for that twelve month period. Any “twelve-month period” commences on the Subscription Term start date or any of its yearly anniversaries.
9.3 Exclusion of Damages. Subject to Section 9.1, neither party (nor its respective Affiliates or Infinity’s subcontractors) will be liable to the other party for any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages, and Infinity will not be liable for any damages caused by any Service provided for no fee.
9.4 Risk Allocation. The Agreement allocates the risks between Infinity and Customer. The fees for the Service and Consulting Services, if any, reflect this allocation of risk and limitations of liability.
10. INTELLECTUAL PROPERTY RIGHTS.
10.1 Infinity Ownership. Infinity, its Affiliates or licensors own all intellectual property rights in and related to the Service, Infinity Materials, Documentation, Consulting Services, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to Infinity and its licensors.
10.2 Customer Ownership. Customer retains all rights in and related to the Customer Data. Infinity may use Customer-provided trademarks solely to provide and support the Service.
10.3 Non-Assertion of Rights. Customer covenants, on behalf of itself and its successors and assigns, not to assert against Infinity, its Affiliates or licensors, any rights, or any claims of any rights, in any Service, Infinity Materials, Documentation, or Consulting Services.
11.1 Use of Confidential Information. The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 11. Customer will not disclose the Agreement or the pricing to any third party. Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 11. In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
11.2 Exceptions. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; (b) is generally available to the public without breach of the Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions; or (d) the disclosing party agrees in writing is free of confidentiality restrictions.
11.3 Publicity. Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that Infinity may use Customer’s name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of Infinity’s marketing efforts. Customer agrees that Infinity may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with Infinity.
12.1 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
12.2 No Waiver. A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
12.3 Electronic Signature. Electronic signatures that comply with applicable law are deemed original signatures.
12.4 Regulatory Matters. Infinity Confidential Information is subject to export control laws of various countries, including the laws of the United States and Portugal. Customer will not submit Infinity Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Infinity Confidential Information to countries, persons or entities if prohibited by export laws.
12.5 Notices. All notices will be in writing and given when delivered to the address identified in the Customer Order Form. Notices by Infinity relating to the operation or support of the Service and those under Sections 3.4 and 5.1 may be in the form of an electronic notice to Customer’s authorized representative or administrator identified in the Customer Order Form.
12.6 Assignment. Without Infinity’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. Infinity may assign the Agreement to any of its Affiliates.
12.7 Subcontracting. Infinity may subcontract parts of the Service or Consulting Services to third parties. Infinity is responsible for breaches of the Agreement caused by its subcontractors.
12.8 Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
12.9 Force Majeure. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
12.10 Governing Law. This Agreement and any claims relating to its subject matter will be governed by and construed under the laws of the State of New Jersey, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Middlesex County, New Jersey. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) shall not apply to this Agreement.
12.11 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between Infinity and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. This Agreement may be modified solely in writing signed by both parties, except as permitted under Section 3.4. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if Infinityaccepts or does not otherwise reject the purchase order.