Terms and Conditions
If a User is accepting on behalf of a third party, the User represents and warrants that a) it has read and understands the Terms, b) it has full legal authority to bind its third parties to these Terms, and c) agrees to bind its third parties to the Terms.
1. Use of Services
1.1 Generally. Services shall include all of Vorbi’s proprietary products and services which it offers to its Users. Use of the Services does not transfer any title, transfer rights, or ownership to the Services whatsoever.
1.2 Account. To access the Services, User must have a Vorbi account associated with a valid email address issued to User by the entity it is representing.
1.3 Third-Party Content. Third-Party Content may be used by User at its election. Third-Party Content is governed by these Terms and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
1.4 Suspension. Vorbi may suspend the User or any of its End User’s right to access or use any portion or all of the Services immediately, without notice, if the User or an End User’s access to or use 1) poses a security risk to the Services, Vorbi environment, or any third party, 2) could adversely impact Vorbi’s systems, the Services, or Content of any other Vorbi customer, 3) could subject Vorbi, its affiliates, or any third party to liability, 4) could be fraudulent, 5) breaches these terms or any underlying Agreement, 6) by failing to timely pay any amounts owed, 7) or if the User becomes insolvent.
1.5 Effect of Suspension. Upon suspension, the User shall remain responsible for all fees and charges incurred and will not be entitled to any service credits for any period of suspension.
2. Security and Data Location.
2.1 Vorbi Security. Vorbi has implemented at least industry standard systems and procedures to 1) ensure the security and confidentiality of an Application and Customer Data, 2) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and 3) protect against the unauthorized access to or use of an Application and Customer Data.
2.2 Data Location. When applicable, the User may select where certain data will be stored and Vorbi will store it there in accordance with its Agreement with the User. If the User does not select a location or it is not covered by another Agreement with Vorbi, then Vorbi may process and store the data anywhere it maintains facilities. By using any Vorbi service, the User consents to this processing and storage.
2.3 Vorbi Access to Data. Vorbi may process usage data for a User or account in order to provide billing, administrative services, support, and to investigate violations of the Terms, fraud, abuse, misappropriation, breach, or any such threat.
2.4 Emergency Security Issues. If there is an emergency security issue, as determined by Vorbi at its sole discretion, then Vorbi may automatically and unilaterally suspend the offending use by the User. Suspension will be to the minimum extent required, and of the minimum durations, to prevent or resolve the emergency security issue. If Vorbi suspends a User’s activity, account, or use, without prior notice to the User, at the User’s request, Vorbi will provide the User the reason for the suspension as soon as is reasonably possible.
3. User Responsibilities.
3.1 User Accounts. The User is responsible for all activities that occur under its account, regardless of whether the activities are authorized by the User or undertaken by the User, its employees, agents, or third parties. Vorbi and its affiliates are not responsible for unauthorized access to the User’s account.
3.2 User Security and Backup. The User is responsible for properly configuring and using the Services including securing, protecting, encrypting and backing up its accounts and Content.
3.3 Log-In Credentials. Vorbi log-in credentials are for each User’s internal use only and shall not be sold, transferred or sublicensed to any other entity or person, except that the User may disclose credentials to its agents and subcontractors performing work on its behalf.
3.4 End Users. The User will be responsible for and deemed to have taken any action that it permits, assists or facilitates with any person or entity to take with respect to any of Vorbi’s products or services. If the User becomes aware of any violation of the Terms by its End User, the User will immediately suspend access to its Content and the Services by such End User. Vorbi does not provide any support or services to End Users unless expressly agreed to otherwise.
3.5 Compliance. The User is solely responsible for its applications, projects, and Customer Data (when applicable) and for making sure in all circumstances, it complies with Vorbi’s Acceptable Use Policy.
4. Fees and Payment.
4.1 Service Fees. Vorbi calculates hourly and bill charges on a monthly basis. Vorbi may bill more frequently for fees accrued if it suspect that the User’s account is fraudulent or at risk of non-payment. The User will pay the applicable fees and charges for its use of the Services as described in the applicable Service Order using one of the payment methods Vorbi supports. All amounts payable by the User under these Terms will be paid to without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when Vorbi posts updated fees and charges to the Vorbi Site, unless expressly stated otherwise in a notice. Vorbi may increase or add new fees and charges for any existing Services by giving 30 days’ prior notice.
4.2 Late Fees. Any balance due and owing by User for more than thirty (30) days will be subject to interest computed on the unpaid balance from the date of the invoice at the maximum legal rate allowed by Texas law or 18% per annum, whichever is less.
4.3 Taxes. The User is responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on it upon or with respect to the transactions and payments under these Terms and its Use of the Services. All fees payable by are exclusive of any Indirect Taxes. Vorbi may charge applicable Indirect Taxes that Vorbi is legally obligated or authorized to collect from the User. The User shall provide such information to Vorbi as is reasonably required to determine whether Vorbi is obligated to collect Indirect Taxes. Vorbi will not collect, and the User will not pay, any Indirect Tax for which the User furnishes a properly completed exemption certificate or a direct payment permit certificate for which Vorbi may claim an available exemption from such Indirect Tax. All payments made by the User to Vorbi will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, the User will pay such additional amounts as are necessary so that the net amount received by Vorbi is equal to the amount then due and payable.
5. Term and Termination.
5.1 Term. The term shall commence, either by ancillary agreement or actual use of the Services, and remain in effect unless terminated for any reason and as described further herein. In the event that the User has entered a Master Service Agreement or similar express engagement with Vorbi, then those terms shall govern Term and Termination and where necessary, these Terms shall supplement.
5.2 Termination for Convenience. The User may terminate for any reason by providing Vorbi with a 30-day notice and paying the remainder of any “term” specified on a Service Order closing the accounts for all Services. Vorbi may terminate for any reason by providing the User with at least 30 days’ advance notice.
5.3 Termination for Cause. Either User or Vorbi may terminate this Agreement for cause if the other party is in material breach of the Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
5.4 Termination by Vorbi. Vorbi may terminate this Agreement immediately upon notice to User for cause if 1) Vorbi has the right to suspend pursuant to these Terms, 2) if Vorbi’s relationship with a third-party partner who provides software or other technology used to provide the Services expires, terminates, or requires a change the way it provides the software or other technology as part of the Services, or 3) in order to comply with the law or requests of governmental entities.
5.5 Effect of Termination. Generally, on the Termination Date, the User’s rights under these Terms immediately terminate. The User remains responsible for all fees and charges incurred through the Termination Date. The User shall immediately return or, if instructed, destroy all Vorbi content in its possession.
5.6 Post-Termination. Unless Terminated for Cause, during the 30 days following the Termination Date, Vorbi will not take action to remove the User’s content and will allow the User to retrieve its content so long as it has paid all amounts due. For any use of the Services after the Termination Date, the terms of this Agreement shall apply and the User will be responsible for any fees.
5.7 Termination for Inactivity. Vorbi reserves the right to terminate its provision of Services to the User, including its account, credentials, and related data, after the expiration on 180 days where the User has 1) not accessed the Services and 2) has not incurred any fees or billable charges for such inactivity.
6. Proprietary Rights.
6.1 User Content. Unless otherwise indicated, Vorbi obtains no rights under these Terms from the User or its licensors to its Content. The User consents to Vorbi’s use of the User’s Content to provide the Services.
6.2 User Submissions. The User’s submissions for any open source licensing will be governed by the terms of the applicable licensing set forth by the applicable open source software licensing agreement (i.e. appropriate disclosures, credits, etc.).
6.3 User Representations. The User represents and warrants that it (including the User’s End Users) own all rights, title, and interests in and to its Content and submissions. The User further represents and warrants that such Content and submissions, and are free and clear of any claim, encumbrance, legal violation, or infringement, and comply with Vorbi’s Acceptable Use Policy.
6.4 Services License. Vorbi, along with its licensors own all right, title, and interest in and to the Services, including all related technology and intellectual property rights. The User is granted a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement.
6.5 License Restrictions. The User and its End Users shall not use the Services in any manner or for any purpose other than as expressly permitted by the Terms and any ancillary agreement with Vorbi. The User and its End Users shall not, and will not attempt to modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), reverse engineer, disassemble, or decompile the Services, or apply any other process or procedure to derive the source code of any software included in the Services, or access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas. The User may only use the Vorbi marks in accordance with the Trademark Use Guidelines. The User will not misrepresent or embellish the relationship between the Parties (including by expressing or implying that Vorbi supports, sponsors, endorses, or contributes to Users business endeavors). User will not imply any relationship or affiliation between Vorbi and User except as expressly permitted by this its agreements with Vorbi.
6.6 Intellectual Property Rights. Subject to any express agreement governing same, the Terms do not grant either party any rights, implied or otherwise, to the other’s content of any of the other’s intellectual property. As between the parties, the User owns all its intellectual property rights in its data, and Vorbi owns all intellectual property rights in the Services.
6.7 Suggestions. Vorbi shall obtain the rights, title, and interests to any suggestions made, inferenced, or provided by User without restriction, unless otherwise protected by an express agreement.
6.8 Use of User Data. Vorbi will not access or use the User’s data, expect as necessary to identify the User’s account and to provide the Services.
7.1 GENERAL. THE USER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS VORBI, ITS AFFILIATES AND LICENSORS, AND EACH RESPECTIVE EMPLOYEE, OFFICER, DIRECTOR, AND REPRESENTATIVE FROM AND AGAINST ANY CLAIM, OR LOSS ARISING OUT OF OR RELATING TO ANY THIRD-PARTY CLAIM CONCERNING: (A) THE USER OR ANY END USERS’ USE OF THE SERVICES (INCLUDING ANY ACTIVITIES UNDER THE USER’S VORBI ACCOUNT AND USE BY EMPLOYEES AND PERSONNEL); (B) BREACH OF THESE TERMS OR VIOLATION OF APPLICABLE LAW BY THE USER, END USERS, THE USER’S CONTENT OR SUBMISSIONS; (C) THE USER’S CONTENT OR SUBMISSIONS OR THE COMBINATION OF THE USER’S CONTENT OR SUBMISSIONS WITH OTHER APPLICATIONS, CONTENT OR PROCESSES, INCLUDING ANY CLAIM INVOLVING ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS BY THE USER’S CONTENT OR SUBMISSIONS, OR BY THE USE, DEVELOPMENT, DESIGN, PRODUCTION, ADVERTISING OR MARKETING OF THE USER’S CONTENT OR SUBMISSIONS; OR (D) A DISPUTE BETWEEN THE USER AND ANY END USER. THE USER SHALL REIMBURSE VORBI FOR REASONABLE ATTORNEYS’ FEES, AS WELL AS ITS EMPLOYEES’ AND CONTRACTORS’ TIME AND MATERIALS SPENT RESPONDING TO ANY THIRD PARTY SUBPOENA OR OTHER COMPULSORY LEGAL ORDER OR PROCESS ASSOCIATED WITH ANY CLAIM DESCRIBED ABOVE.
7.2 Process. Vorbi will promptly notify User of any claim subject to the User’s duty to indemnify, but Vorbi’s failure to promptly notify User will only affect the User’s obligations to the extent that the failure prejudices the User’s ability to defend the claim. The User may: (a) use counsel of its own choosing (subject to Vorbi’s written consent) to defend against any claim; and (b) settle the claim as the User deems appropriate, provided that the User obtains Vorbi’s prior written consent before entering into any settlement. Vorbi may also assume control of its defense and settlement of the claim at any time, or retain its own counsel at its own expense, in cooperation with User’s counsel.
THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, VORBI AND ITS AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD- PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
9 Limitations of Liability.
VORBI AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO USER OR ITS THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER VORBI NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY USER IN CONNECTION WITH THIS AGREEMENT OR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF USERS CONTENT OR OTHER DATA. IN ANY CASE, VORBI AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY UNDER THESE TERMS OR ANY AGREEMENT WITH VORBI FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.
10.1 Modifications to the Services. Vorbi may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services at its sole discretion. Vorbi will notify User of any material change to or discontinuation of any Services.
10.2 Modifications to Service Level Agreements. Vorbi may change, discontinue or add Service Level Agreements from time to time in accordance with the Terms and any underlying agreement between User and Vorbi.
10.3 Modifications to the Terms and Conditions. Vorbi may modify these Terms (including any supporting or ancillary agreements referenced herein) at any time by posting a revised version on the Vorbi Site or by otherwise notifying the User in accordance with the Notice provisions set forth below; provided, however, that Vorbi will provide at least 90 days’ advance notice for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Vorbi notifies the User by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications, the User agrees to be bound by the modified terms. It is the User’s responsibility to check the Vorbi Site regularly for modifications to the posted Terms and referenced documents.
11.1 Assignment. Neither Party may assign the Agreement a Service Order without the prior written consent of the other Party, not to be unreasonably conditioned, withheld or delayed, except that: (1) Vorbi may assign its rights and/or obligations hereunder (a) to a parent, Affiliate, subsidiary, or entity (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets, or (c) for purposes of financing; and (2) User may assign its rights and/or obligations hereunder (a) to a parent, Affiliate or subsidiary, or (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets, provided that any assignment by the User pursuant to this exception is subject to the following conditions: (i) the proposed assignee satisfies Vorbi’s credit and deposit standards; (ii) the User has fully paid for all Services, and other charges accrued through the date of assignment; and (iii) the proposed assignee agrees in writing to be bound by all provisions of the Agreements, Terms and ancillary requirements referenced in these Terms.
11.2 Scope. These Terms incorporate the Policies by reference and is the entire agreement between User and Vorbi where no Master Service Agreement or other express agreement exists. When applicable, these Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between the User and Vorbi, whether written or verbal, regarding the subject matter of this Agreement (but does not supersede prior commitments to purchase Services). Vorbi will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of these Term (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by the User in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that the User submits or require Vorbi to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Master Service Agreement and Service Terms will control over this document.
11.3 Force Majeure. “Force Majeure Event” means acts of God including but without limitation, floods, blizzards, ice storms, volcanic eruptions and emanations, earthquakes, thaws, named tropical storms, and hurricanes; insurrection, terrorism, revolution, piracy, and war; strikes, lockouts, and labor disputes; changes to national, state or local laws; changes to ordinances, standards, rules and regulations of any governmental or public authorities having or asserting jurisdiction over the premises of a Party; inability to procure material, equipment, or necessary labor despite reasonable efforts; or similar causes (except financial) beyond the control of the affected Party and which, in each case, through the exercise of diligent effort, such Party cannot overcome.
11.4 Force Majeure Events. A Force Majeure Event shall not excuse performing duties that are unrelated to the Force Majeure Event, including, without limitation, discharging financial obligations. Vorbi shall not be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance, the Services, or equipment due to a Force Majeure Event.
11.5 Notice of Force Majeure Events. If a Party is rendered unable, wholly or in part, by a Force Majeure Event to perform its obligations under the Terms, or any applicable Service Order, that Party shall give prompt written notice detailing such Force Majeure Event to the other Parties.
11.6 Termination for Extended Force Majeure Events. If a Force Majeure Event continues without interruption for ninety (90) days, any affected Party may cancel the applicable Service Order by giving written notice to the other Parties.
11.7 Governing Law. The laws of the State of Texas, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the User and Vorbi. Venue for any dispute, claim, or demand shall reside in Collin County, Texas. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
11.8 Disputes. If the User, in good faith, disputes any invoice, in whole or in part, the User shall notify Vorbi of the dispute, including sufficient detail of the nature of the claim, the amount, the relevant invoices, and information allowing Vorbi to identify the affected services, within the time required for payment of the relevant invoice. Payment of the disputed amount may be withheld until settlement of the dispute, but payment shall be made of the undisputed portion. The User waives the right to dispute any charges not disputed within the time required for payment of the disputed invoice. Upon resolution of a dispute, the User shall promptly pay such amounts as are due and payable, and if a dispute is resolved against the User, the User shall additionally pay to Vorbi any late fees associated with the disputed amount.
11.9 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re- import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, the User is solely responsible for compliance related to the manner in which it chooses to use the Services, including the User’s transfer and processing of its Content, the provision of its Content to End Users, and the Vorbi region in which any of the foregoing occur. The User represents and warrants that it, along with its financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
11.10 Independent Contractors. Nothing in this Agreement shall be construed to constitute that the User and Vorbi are in the relationship of an employer-employee, franchiser-franchisee, principal-agent, partners or joint ventures, or as anything other than as independent contractors. The User shall not have the authority to make any representations, claims, warranties or binding commitments of any kind on behalf of Vorbi, and Vorbi shall not have the authority to make any representations, claims, warranties or binding commitments of any kind on behalf of the User, unless expressly agreed to otherwise.
11.11 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
11.12 Confidentiality and Publicity. The User may use Vorbi Confidential Information only in connection with your use of the Services as permitted under this Agreement. The User shall not disclose Vorbi Confidential Information during the Term or at any time following the end of the Term. The User will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Vorbi Confidential Information, including, at a minimum, those measures taken to protect the User’s own confidential information of a similar nature. The User will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services, without express consent by Vorbi.
12.1 To User. We may provide any notice to you under these Terms by: (i) posting a notice on the Vorbi Site; or (ii) sending a message to the email address then associated with the User’s account. Notices provided by posting on the Vorbi Site will be effective upon posting and notices Vorbi provides by email will be effective when it is sent. It is the User’s responsibility to keep its email address current. The User will be deemed to have received any email sent to the email address then associated with its account when Vorbi sends the email, whether or not the User actually receives the email.
12.2 To Vorbi. To give Vorbi notice, the User must contact Vorbi as follows: (i) by facsimile transmission to 214-380-9370; or (ii) by personal delivery, overnight courier or registered or certified mail to Vorbi, Inc., 4201 Spring Valley Rd. Suite 1400, Dallas, TX 75244, attention General Counsel. We may update the facsimile number or address for notices to us by posting a notice on the Vorbi Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
12.3 No Third-Party Beneficiaries. Except as expressly stated, the Terms do not create any third- party beneficiary rights in any individual or entity that is not a party to this Agreement.
12.4 U.S. Government Rights. The Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If you are using the Service Offerings on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
12.5 No Waivers. The failure of Vorbi to enforce any provision of the Terms will not constitute a present or future waiver of such provision nor limit its right to enforce such provision at a later time. All waivers by Vorbi must be in writing to be effective.
12.6 Severability. If any portion of the Terms are held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
12.7 Support. User is responsible for technical support for its own applications and projects unless an express support agreement exists among the parties.