Revised 01 July, 2025
Magnit provides a technology platform for management of contingent work forces available through a subscription service to which Customer wishes to subscribe. This SSA sets forth the terms pursuant to which Customer will be permitted access to the Service and becomes effective upon the Effective Date. The Parties agree as follows:
1. Definitions.
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with that Party.
“Anonymized Data” means a data set containing, inter alia, Customer Data from which all Personal Data has been removed such that the data is not identifiable as relating to any individual person or to Customer.
“Authorized Parties” means (i) Customer’s and Customer’s Affiliate’s employees and independent contractors, including without limitation the employees and agents of each who need access to the Service to fulfill their obligations to the Customer or its Affiliates, and (ii) in each case executes Magnit’s then-current End User License Agreement.
“Confidential Information” means all of Customer’s, Magnit’s or any third party’s information, material and data (i) labeled or designated in writing as confidential or proprietary, (ii) which is verbal or otherwise intangible and the disclosing party advises the receiving party is proprietary or confidential, or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the receiving party knows or reasonably should know is confidential or proprietary, including, but not limited to, software, information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses and internal developments. Confidential Information does not include information (i) which is or becomes publicly known without any fault of or participation by the receiving party, (ii) was in the receiving party’s possession prior to the time it was received from disclosing party or came into receiving party’s possession thereafter, in each case lawfully obtained from a source other than the disclosing party and not subject to any obligation of confidentiality or restriction on use, or (iii) is independently developed by the receiving party by persons not having exposure to the disclosing party’s Confidential Information.
“Customer” means the subscriber identified in the Order Form.
“Customer Data” means the electronic data or information submitted by you or Authorized Parties to the Service.
“Customer Feedback” means suggestions, enhancement requests, recommendations or other feedback provided by you and Authorized Parties relating to the operation or functionality of the Service.
“Documentation” means Magnit’s electronic and hardcopy user guide for the Service, which may be updated by Magnit from time to time.
“Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, changes, release notes, upgrades and changes to the Service and Documentation, as developed by Magnit and made generally available for use without a separate charge to you.
“Intellectual Property Rights” means all intellectual property and proprietary rights, and all corresponding rights, throughout the world, including: (i) patents and patent applications; (ii) trademarks, service marks, certification marks, trade dress, logos, trade names, slogans, internet domain names and corporate names, all registrations, application and renewals for any of the foregoing, and all goodwill associated with the foregoing; (iii) copyrights and other works of authorship (whether or not copyrightable) and moral rights, and all registrations, applications and renewals for any of the foregoing; (iv) trade secrets and other confidential information (including know-how, techniques, methods, designs, manuals, procedures, process charts, experimental data, technical and evaluation reports, and other technical documentation and specifications, financial, business and marketing plans, and customer and supplier lists and related information); (v) computer software and software systems (including source code, data, databases and related documentation); and (vi) all copies and tangible embodiments of the foregoing (in whatever form or medium).
“Law” means any local, state, national and/or foreign laws, treaties, and/or regulations applicable to a respective Party.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another.
“Order Form” means any Magnit form which references this SSA, identifies the Service(s) to be provided by Magnit to Customer pursuant to this SSA, and is executed by each Party.
“Personal Data” means any information that is related to an identified or identifiable individual and has been provided by Customer or Customer’s Affiliates as Customer Data within the Service to enable Magnit to process the data on behalf of Customer or its Affiliates.
“Magnit” means the Magnit entity as described in the Order Form and its Affiliates.
“Security Breach” means (i) any actual unauthorized use of, loss of, access to or disclosure of, Customer Data; provided that an incidental disclosure or incidental access to Customer Data by an Authorized Party or Magnit, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law; and (ii) any security breach (or substantially similar term) as defined by Law.
“Service” means Magnit’s software-as-a-service (“SaaS”) applications delivered by Magnit pursuant to an Order Form and this SSA.
“SSA” means this SSA, any exhibits or attachments to this SSA, and each Order Form.
“Subscription Service Fees” means all amounts invoiced and payable by you for the Service.
“Term” has the meaning set forth in Section 10.1 (Term of SSA).
“Third Party Applications” means applications licensed from third parties which connect with or interoperate with the Service.
2. Provision of Service.
2.1 Magnit Obligations. During the Term of this SSA, Magnit shall: (i) make the Service available to you in accordance with the Documentation and pursuant to the terms of this SSA; (ii) not use Customer Data except to provide the Service to Authorized Parties, or to prevent or address service or technical problems, or to verify Improvements to the Service, or as otherwise permitted in this SSA or the Documentation, or in accordance with your instructions; and (iii) not disclose Customer Data to anyone other than Authorized Parties in accordance with this SSA. Magnit reserves the right to deny access to the Service to anyone at any time in the event that Magnit, in good faith, believes it is necessary for purposes of ensuring your compliance with this SSA or to protect the rights, property, and interests of Magnit, its Affiliates, service providers and licensors.
2.2 Customer Obligations. Customer may enable access of the Service for use only by Authorized Parties solely for Customer’s internal business purposes and those of Customer’s Affiliates in accordance with the terms of this SSA and the Documentation and not for the benefit of any third parties. Customer is responsible for all Authorized Party use of the Service and compliance with this SSA. Customer shall: (i) have sole responsibility for the evaluation, selection and for the results obtained from the Service, (ii) comply with all rules and regulations relating to the Service in the Documentation or sent to you by email or other electronic means as they may be amended from time to time, (iii) have sole responsibility for the accuracy, quality, and legality of all Customer Data, (iv) be responsible for all electronic communications, including those containing business information, account registration, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service, and (v) prevent unauthorized access to, or use of, the Service and notify Magnit promptly of any such unauthorized access or use, and cooperate with and assist Magnit in identifying and preventing any unauthorized use, copying, or disclosure of the Service, the Documentation, or any portion of the Service or the Documentation. Customer shall not: (a) use the Service in violation of Law or in such a manner as is likely to harm Magnit, its Affiliates, service providers, licensors, suppliers and/or customers, (b) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights, (c) send or store Malicious Code in connection with the Service, (d) interfere with or disrupt performance of the Service or the related data, (e) attempt to breach the security of the Service, or access or attempt to access data belonging to third parties, or (f) attempt to gain access to the Service or its related systems or networks in a manner not set forth in this SSA or the Documentation, including without limitation by performing or disclosing any of the following security testing on the Service or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing or penetration testing. Customer shall be liable for the acts and omissions of all of Customer’s Authorized Parties and Affiliates relating to this SSA.
2.3 Temporary Limited Service. In the event Magnit has made the Service available to you (i) to evaluate the Service, or (ii) when otherwise no Subscription Service Fees are charged for use of the Service, then, subject to your compliance with the terms and conditions of this SSA, Magnit grants you access to use the Service solely for the purpose(s) agreed upon by Magnit and you. The use of the Service granted under this Section shall be limited as follows: (a) you may use the Service only for the user counts, transaction volumes, and resource level utilization specifically authorized by Magnit; (b) you may use the Service only for the purposes expressly authorized by Magnit and subject to such further restrictions agreed upon by Magnit and you; (c) the Service may be terminated by Magnit upon ten (10) days written notice; (d) the Service is provided “As Is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, or fitness for a particular purpose; and (e) Sections 5.2 (Customer Data Upon Termination), 5.5 (Magnit Remediation of Certain Unauthorized Disclosures), 6 (Limited Warranties; Disclaimer of Warranties), 8.1 (Indemnification; By Magnit), 10.1 (Term of SSA) and 10.3 (Termination), of this SSA shall not apply.
2.4 Use Reporting. Magnit reserves the right to gather data on the usage of the Service to ensure that the Service is being used in accordance with the terms of this SSA and the type of Service purchased by you. The Service monitors user counts, transaction volumes, resource level utilization, license key numbers, server IP addresses and other information. In the event (i) transaction volumes or resource level utilization of your database exceeds, for any three (3) months during the trailing twelve (12) month period, the transaction volumes or capacity, respectively, purchased by you, or (ii) any other unauthorized use of the Service is discovered, it shall be considered a material breach of this SSA. Customer agrees not to block, electronically or otherwise, the transmission of data required for the monitoring of compliance with this SSA. Any blocking of data required for compliance may result in immediate termination of this SSA.
2.5 Audits. Magnit may audit your use of the Services to ensure your use of the Services is in compliance with the terms of the applicable Order Form and this SSA. Any such audit shall not unreasonably interfere with your normal business operations. You agree to cooperate with Magnit’s audit and to provide reasonable assistance and access to information reasonably requested by Magnit. The performance of the audit and non-public data obtained during the audit (including findings or reports that result from the audit) shall be subject to the provisions of Section 4 (Confidentiality) of this SSA. If the audit identifies non-compliance, you agree to remedy (which may include, without limitation, the payment of any fees for additional Services) such non-compliance within thirty (30) days of written notification of that non-compliance. You agree that Magnit shall not be responsible for any of your costs incurred in cooperating with the audit.
3. Proprietary Rights.
3.1 Ownership and Reservation of Rights to Magnit Intellectual Property. Magnit and its licensors own all right, title and interest in and to the Service, Documentation, and other Magnit Intellectual Property Rights. Subject to the limited rights expressly granted under this SSA, Magnit reserves all rights, title and interest in and to the Service and Documentation, including all related Intellectual Property Rights. No rights are granted to you other than as expressly set forth in this SSA.
3.2 Access to and Use of Content. Customer and Customer’s Affiliates have the right to access and use the Service and Documentation subject to the terms of this SSA and the Documentation.
3.3 Restrictions. Customer shall not; (i) modify or copy the Service or create any derivative works based on the Service, (ii) modify or copy the Documentation or create any derivative works based on the Documentation, except for internal training purposes, (iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted by this SSA, (iv) reverse engineer or decompile any portion of the Service, including but not limited to, any software utilized by Magnit in the provision of the Service, (v) access the Service or Documentation in order to build any commercially available software product or service, or (vi) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.
3.4 Ownership of Data. As between Magnit and you, you own your Customer Data. As between Magnit and you, Magnit owns all Anonymized Data and Aggregated Statistical Information.
3.5 License to Host Customer Data and Applications. Customer grants Magnit and its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, store, record, transmit, display, view or otherwise use Customer Data, as reasonably necessary for Magnit to provide the Service in accordance with this SSA and for any other purpose authorized by this SSA. Subject to the licenses granted in this SSA to Magnit, Magnit acquires no right, title or interest from you or your licensors under this SSA in or to any of the Customer Data.
3.6 Customer Feedback. Magnit owns and has the right to use or incorporate into the Service any Customer Feedback. Magnit shall have no obligation to make Customer Feedback an Improvement. Customer shall have no obligation to provide Customer Feedback.
3.7 Use of Anonymized Data and Aggregated Statistical Information. Magnit may use Anonymized Data and Aggregated Statistical Information to enhance its Service and other services Magnit may offer to its customers. Magnit also may use the aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (the “Aggregated Statistical Information”) for purposes of providing or improving the Service, benchmarking the Service performance, preparing statistics and system metrics, and marketing, or to provide other services that Magnit may offer to its customers; provided however, that Magnit’s use of Anonymized Data and/or Aggregated Statistical Information will not reveal Personal Data or Confidential Information derived from Customer Data to any third party.
3.8 Injunctive Relief. The Parties acknowledge that, in the event of a breach of any of the provisions of this Section, the non-breaching Party will not have an adequate remedy at law. The non-breaching Party shall, therefore, be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. The non-breaching Party’s right to obtain injunctive relief shall not limit its right to seek further remedies.
4. Confidentiality.
4.1 Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this SSA except with the other Party’s prior written permission.
4.2 Protection. Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.
4.3 Compelled Disclosure. A disclosure by one Party of Confidential Information of the other Party to the extent required by Law shall not be considered a breach of this SSA, provided the Party so compelled promptly provides the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other Party’s cost, if the other Party wishes to contest the disclosure.
4.4 Remedies. If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of the confidentiality protections described in this SSA, the other Party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies are inadequate.
5. Customer Data.
5.1 Privacy and Security. Magnit has taken reasonable actions intended to ensure that Customer Data is disclosed only to Authorized Parties. However, you acknowledge that the Internet is an open system and Magnit cannot and does not warrant or guarantee that Customer Data will not be intercepted by third parties. Magnit disclaims any liability for interception of any Customer Data or electronic communications. Notwithstanding the first sentence in this Section, Magnit may disclose information you submitted to Magnit if required by Law or in the event that Magnit, in good faith, believes disclosure is necessary to (i) comply with legal process, or (ii) protect the rights or property of Magnit, its Affiliates, licensors or others. Magnit does not sell or rent Personal Data to third parties for their marketing purposes without your explicit consent and Magnit only uses your information as described in the Privacy Statement. For more information on Magnit’s Privacy Statement, see the Privacy Statement posted on the Service under “Privacy Security”. If you object to your information being used in the manner set forth in the Privacy Statement, you should discontinue use of the Service.
5.2 Customer Data Upon Termination. Upon termination of this SSA, all Customer Data retained by Magnit in the system database files shall be made available to you for a period of thirty (30) days after the termination of this SSA. Thereafter, all of Customer Data, if retained by Magnit in the system database files, shall be made available to you only upon remittance to Magnit with a reasonable fee to cover the servicing and handling of Customer Data.
5.3 Use of Customer Data. Notwithstanding Section 5.2 (Customer Data Upon Termination), it is Magnit’s practice to make backup copies of the Customer Data. Customer acknowledges and agrees that Magnit may store and maintain Customer Data for such period of time as it deems necessary. Subject to the terms and conditions of this SSA, you grant Magnit a limited, non-exclusive, non-transferable license to copy, store, record, transmit, display, view, print, or otherwise use Customer Data to the extent necessary to perform the Service. Customer agrees that the license to store and maintain Customer Data shall survive the termination of this SSA.
5.4 Limitations on Use. Magnit shall maintain in confidence, and shall not disclose to any third party, Customer Data, and Magnit will not use Customer Data for any purposes other than the provision of the Service and as provided in Section 3.7 (Use of Anonymized Data and Aggregated Statistical Information) of this SSA and Magnit’s Privacy Statement.
5.5 Magnit Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by Magnit’s breach of its security and/or privacy obligations under this SSA, Magnit shall provide you notification as required by Law, and to the extent required by Law, pay the reasonable and documented costs incurred in connection with the following items: (i) the reasonable costs of required forensic investigation to determine the cause of the breach, (ii) providing notification of the Security Breach to applicable government and relevant industry self-regulatory agencies, to the media (if required by Law) and to individuals whose Personal Data may have been accessed or acquired, (iii) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one (1) year after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (iv) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one (1) year after the date on which such individuals were notified of the unauthorized access or acquisition. For clarity, Security Beach excludes unsuccessful attempts or activities that do not compromise the security of Customer Data (such as unsuccessful login attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems). NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THE SSA TO THE CONTRARY, MAGNIT SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS MISCONDUCT, NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY YOU OR YOUR AFFILIATES, AUTHORIZED PARTIES, EMPLOYEES, AGENTS OR CONTRACTORS.
6. Limited Warranties; Disclaimer of Warranties.
6.1 Service Limited Warranty; Exclusive Remedy. Magnit warrants that the performance and functionality of the Service, in all material respects, meet the specifications set forth in the Documentation. Magnit does not warrant that the Service will be error-free. Customer’s sole and exclusive remedy for Magnit’s breach of this limited warranty shall be that Magnit shall use commercially reasonable efforts to modify the Service to meet the performance and functionality specifications, in all material respects, described in the most current Documentation. If Magnit is unable to restore such performance and functionality, you shall be entitled to terminate this SSA and shall be entitled to receive a pro-rata refund of the Subscription Service Fees paid for under this SSA for your use of the Service for the terminated portion of the Term. Magnit shall have no obligation with respect to a warranty claim (i) unless notified of such claim within thirty (30) days of the first instance of any material performance and/or functionality issue, or (ii) if the warranty claim is the result of a Third Party Application or a customization of the Service prepared by you or a third party. Any notice required to be sent pursuant to this Section 6.1 (Service Limited Warranty; Exclusive Remedy) must be sent pursuant to Section 11.2 (Notices).
6.2 Disclaimer. Except as provided in this Section 6 (Limited Warranties; Disclaimer of Warranties), Magnit disclaims, to the extent authorized by Law, any and all warranties, whether statutory, express or implied, including, without limitation, (i) warranties of merchantability, fitness for a particular purpose, or workmanlike effort; (ii) warranties arising through course of dealings or usage of trade; and (iii) warranties that the Service will be error free. Without limiting the foregoing, Magnit expressly disclaims any warranty that the Service will meet your requirements. Customer assumes responsibility for selecting the Service to achieve Customer’s intended results, and for the results obtained from Customer’s use of the Service. Customer shall bear the entire risk as to the quality and the performance of the Service. This disclaimer applies to any expenses, damages or injury, regardless of the cause, whether for breach of contract, strict liability, tortuous behavior, negligence, or for any other cause of action.
6.3 No Other Warranties. No advice or information provided by Magnit shall create any warranty.
7. Limitation of Liability.
7.1 Limitation of Liability. In no event shall either Party be liable to the other or any other Party for any indirect, incidental, consequential, special, exemplary, or punitive damages (including damages for business profits, business interruption, loss of business information or similar losses), even if advised of the possibility of such damages. This limitation on liability set forth in this Section is independent of your exclusive remedy and survives in the event such remedy is deemed unenforceable.
7.2 Limitation on Damages. Each Party’s cumulative liability to the other Party, its Affiliates, or any other party related to the other Party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this SSA shall be limited to the amount of Subscription Service Fees paid for the Service for the trailing twelve (12) month period, aggregate of all occurrences. This limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, negligence, strict liability, and other torts.
7.3 Application of Limitations. All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of this SSA have been breached or have proven ineffective.
7.4 No Third-Party Representations or Warranties. No third party is authorized by Magnit to make any representation or warranty to you regarding the Service.
8. Indemnification.
8.1 By Magnit. Magnit will, at its expense, indemnify, defend and hold you harmless against any claims made by an unaffiliated third party that the Service infringes its Intellectual Property Rights; provided (i) you notify Magnit, in writing, not later than twenty (20) days after you receive notice of the claim, (ii) you give Magnit sole control of the defense and any settlement negotiations, and (iii) you cooperate with Magnit in defending against or settling the claim. Magnit’s obligation of indemnification will not apply to the extent that the claim is based on (a) yours and/or your Affiliates’ use of the Service after Magnit notifies you to discontinue use due to such a claim, (b) your combining the Service with a non-Magnit service, product, data or business process, including any Third Party Applications, third party add-ons or programs, (c) damages attributable to the value of the use of a non-Magnit service, product, data or business process, (d) your altering or modifying the Service, including any modifications by third parties, or (e) your use of the Service in violation of this SSA. Customer will reimburse Magnit for any costs or damages that result from these actions. If Magnit receives information concerning an infringement or misappropriation claim related to the Service, Magnit may, at its expense and without obligation to do so, either (y) procure for you the right to continue to use the Service, or (z) modify the Service with a functional equivalent, to make it non-infringing. If, as a result of an infringement or misappropriation claim, your use of the Service is enjoined by a court of competent jurisdiction, Magnit will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the Subscription Service Fees paid and terminate this SSA. This Section constitutes your exclusive remedy for third party infringement and trade secret misappropriation claims.
8.2 By Customer. Customer will indemnify, defend and hold harmless Magnit from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys’ fees) incurred by Magnit in connection with any claim arising out of (i) yours or your Affiliates’ use of the Service, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this SSA, (ii) your negligence or willful misconduct, and (iii) your failure to comply with applicable Law, regardless of the type or nature of the claim. Magnit reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Magnit.
9. Third Party Applications.
9.1 No Warranty of Third-Party Applications. Magnit does not warrant any Third-Party Application regardless of from whom you may purchase or license the application.
9.2 Use of Third-Party Application. Any agreement for use by you of a Third-Party Application is solely between you and the applicable third-party provider. Customer may not use a Third-Party Application to enter and/or submit transactions to be processed and/or stored in the Service, unless you have procured the applicable license or subscription to do so.
9.3 No Obligation as to Third Party Application. Magnit is not responsible for any aspect of a Third-Party Application that you may purchase, license, subscribe to or connect to through the Service, or any interoperation or other information related to the foregoing. If you install or enable a Third-Party Application for use with Service, you agree that Magnit may enable such third-party provider to access Customer Data for the interoperation of such Third-Party Application with the Service. Magnit is not responsible for any exchange of data or other interaction between you and a third-party provider of the Third-Party Application. Any such exchange or interaction is solely between you and such third-party provider and is subject to a separate privacy policy or other terms governing your access to or use of the Third-Party Application. Magnit shall not be responsible for any disclosure, modification, corruption or deletion of Customer Data resulting from any such access by a Third-Party Application for third party providers.
10. Term; Suspension of the Service; Termination.
10.1 Term of SSA. The term of this SSA for the Service follows the term stated in the Order Form.
10.2 Suspension of the Service. Magnit reserves the right to suspend yours and your Affiliates’ access to and /or use of the Service: (i) if any payment for the Service is due but unpaid but only after Magnit has provided you with thirty (30) days’ prior written notice, or (ii) immediately if Magnit reasonably determines that your use of the Service is being used to engage in denial of service attacks, spamming, or illegal activity, and/or your use of the Service is causing immediate, material and ongoing harm to Magnit or others. In the event Magnit suspends access to the Service pursuant to this Section, Magnit will use commercially reasonable efforts to limit the suspension to the offending portion of the Service and work with you to resolve the issues which resulted in the suspension of the Service. Magnit shall not be liable to you nor to any third party for any suspension of the Service under such circumstances as described in this Section. Any suspension pursuant to this Section shall not relieve you of your obligation to make payments for the Service.
10.3 Termination. Either Party may terminate this SSA: (i) upon a material breach by the other Party (including, without limitation, in the case of your failure to pay any Subscription Service Fees), but only after the terminating Party has provided the breaching Party with thirty (30) days’ prior written notice and if such breach remains uncured at the expiration of the notice period, or (ii) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination by you pursuant to this Section, Magnit shall refund to you any prepaid Subscription Service Fees for the affected Service that were to be provided after the effective date of termination.
10.4 Effect of Termination. Upon any termination of this SSA, you shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the Service and Magnit Confidential Information. Termination for any reason shall not relieve you of the obligation to pay any Subscription Service Fees accrued or due and payable prior to the effective date of termination, and termination for any reason other than for uncured material breach by Magnit shall not relieve you of the obligation to pay all future amounts due.
10.5 Surviving Provisions. The following provisions of this SSA shall survive the termination of this SSA; Sections 3.1 (Ownership and Reservation of Rights to Magnit Intellectual Property), 3.3 (Restrictions), 3.4 (Ownership of Data), 3.6 (Customer Feedback), 3.7 (Use of Anonymized Data and Aggregated Statistical Information), 4 (Confidentiality), 5 (Customer Data), 6 (Limited Warranties; Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9.1 (No Warranty of Third Party Applications), 10.4 (Effect of Termination), 10.5 (Surviving Provisions), and 11 (General Provisions).
11. General Provisions.
11.1 Relationship of the Parties. The Parties are independent contractors. This SSA does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to this SSA.
11.2 Notices. All notices under this SSA shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to a Party shall be addressed to the contact provided in the Order Form. Each Party may modify its recipient of notices by providing notice pursuant to this SSA.
11.3 Waiver. No failure or delay by either Party in exercising any right under this SSA shall constitute a waiver of that right or any other right.
11.4 Force Majeure. Except for your payment obligations, neither Party shall be liable for any failure or delay in performance under this SSA for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Magnit or your employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
11.5 Assignment. Customer may not assign any of its rights or obligations under this SSA, whether by operation of law or otherwise, without the prior written consent of Magnit. Notwithstanding the foregoing, either Party may assign this SSA in its entirety without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this SSA and all past due Subscription Service Fees are paid in full. Any attempt by a Party to assign its rights or obligations under this SSA, other than as permitted by this Section, shall be void and of no effect. Subject to the foregoing, this SSA shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
11.6 Governing Law. See Order Form(s).
11.7 Export. Each Party shall comply with the export laws and regulations of the applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, you shall not make the Service available to any person or entity that: (i) is located in a country that is subject to applicable export Laws in connection with embargo restrictions; (ii) is listed on any applicable government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
11.8 Use of Customer’s Name. Unless you provide Magnit with written notice to the contrary, you give Magnit the right to use your name in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that you are a customer of Magnit.
11.9 Miscellaneous. This SSA, including all schedules and exhibits to this SSA, together with your Order Form, constitutes the entire agreement between the Parties with respect to the subject matter of this SSA. This SSA supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as expressly provided herein, no modification, amendment, or waiver of any provision of this SSA shall be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted. If any provision of this SSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this SSA shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order or in any other order documentation you submit shall be incorporated into or form any part of this SSA, and all such terms or conditions shall be null and void. The section headings appearing in this SSA are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect the SSA.