Last updated: February 26, 2025
These Terms of Service, including any Order Form (and any other document attached thereto) is agreed to by the parties referencing these Terms of Service, (collectively, "Agreement") are entered into between Strivo Ltd ("Strivo Ecom") and the customer signing and/or agreeing to the Services ("Customer" and/or "you") govern access to Strivo Ecom's online services, including but not limited to the Strivo Ecom customer retention app and platform for Shopify ("Platform") and for Shopify ("Platform") and Strivo Ecom's website available at strivoecom.com, including subdomains ("Website"), and software licensed to you including but not limited to the Strivo Ecom developer toolkit (collectively, "Service").
BY EXECUTING AN ORDER FORM PROVIDED BY STRIVO ECOM THAT REFERENCES THE TERMS OF SERVICE ("ORDER FORM"), CLICKING "I AGREE" OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE.
IF YOU ARE AGREEING ON BEHALF OF AN ORGANISATION OR COMPANY, ALL REFERENCES TO "YOU" HEREIN REFERS TO THAT ORGANISATION OR COMPANY.
1.1. Access and Creation. Via accessing your Shopify store account ("Account"), and installing the Strivo Ecom App through the Shopify App Store ("App Store"), you will be provided access to the Platform. You must be at least 18 years old or the age of majority in your jurisdiction (whichever is older) in order to register an Account or otherwise use the Platform. You represent and warrant that you are authorized to enter into this Agreement and have the authority to bind an applicable organisation or company to this Agreement.
1.2. Log-in Information. As an Account holder, you shall: (a) maintain the confidentiality of Account log-in information ("Log-in Information"), which you shall use each time you log onto the Platform; (b) use commercially reasonable efforts to manage and ensure the security, confidentiality and authorized use of your Log-in Information and shall not share it with any other person or entity; and (c) be responsible for all activity through the Service that originates from any Account logged in through your Log-in Information. Strivo Ecom is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your Log-in Information. If you detect unauthorized access to or use of your Account, you shall promptly notify Strivo Ecom of such unauthorized access or use.
1.3. No Rights For Affiliates. For clarity, only the named entity on the Order Form and/or Account shall be deemed to have rights hereunder. No Affiliates shall have rights to the Services unless expressly stated and consented by Strivo Ecom in an Order Form and/or Account. As used herein "Affiliates" shall mean, as to Customer, any other entity that controls, is controlled by, or is under common control with the initial entity. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such third party, whether through the ownership of voting securities or by contract or otherwise, as of the or by contract or otherwise, as of the Effective Date of the Agreement.
2.1. Subscription Grant. During the Term, Strivo Ecom hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable subscription to access and use the Platform and Services through an Account and free, or trial or paid subscription (each, a "Subscription"). Service usage rights and functionality associated with a Subscription are as agreed to by Strivo Ecom and the person or organisation who purchased a Subscription (whether free or paid) through the App Store or via an executed Order Form ("Customer").
2.2. License Grant to the Software. During the Term, and for Customers with the applicable tier package of Service, Strivo Ecom hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, call to and use any of the Platform application-programming interface ("API") and developer toolkit made available to you but only for purposes of interacting with the Platform, as permitted by the API functionality but subject to Section 2.3 (collectively, "Toolkit"). The Toolkit is provided on an "AS IS" and "WHEN AVAILABLE" basis.
2.3. Professional Services. If Strivo Ecom provides you the right, for professional services in the Order Form ("Professional Services"), Strivo Ecom shall determine its nature, scope, and cost and the Parties shall mutually agree to such Professional Services.
2.4. Subscription, Toolkit, and Professional Services Limitations. Customer shall use the Subscription and Toolkit (as applicable) solely for Customer's internal business purposes for the duration of the Agreement ("Term"). While Customer is permitted to allow its employees, contractors and service providers to access and use the Platform through Accounts, such access must be for the sole benefit of Customer, at all times in compliance with this Agreement, and Customer is solely liable for all such parties compliance with the Agreement. The Service may be unavailable due to maintenance or unforeseen cause beyond Strivo Ecom's reasonable control, including but not limited to, internet service provider issues, power or communications network failures, denial of service attacks or similar attacks, or any force majeure events, which Service unavailability does not constitute a breach of the Agreement. Strivo Ecom disclaims all liability relating to Service unavailability.
3.1. Term. The Agreement is effective on the earliest of: (a) the date Customer signs up for a free or trial Subscription; or (b) installs the Service on its Shopify store; or (c) the date an Order Form is executed.
3.2. Term Duration. The Term of a free or trial Subscription runs until such Subscription is terminated pursuant to the terms relating to such free or trial Subscription. The Term for a paid Subscription is monthly, or such other duration set forth in the Order Form, thereafter automatically renewing for the same such period (each renewed Term, a "Renewal Term").
3.3. Termination. The Term terminates upon the earliest of:
a. termination of the Agreement prior to a Renewal Term by either Party providing notice to the other at any time for any reason (at which time, the Agreement shall terminate as of the end of the then-current Renewal Term);
b. Customers failure to pay the Subscription Fee, or any fee or charge due and owing by Customer to Strivo Ecom (as set forth in greater detail herein);
c. in the case of a free or trial Subscription, when terminated by you or Strivo Ecom under its terms;
d. your non-compliance with (or rejection of) the Agreement; or
e. at the other party's option, if a party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the party, or if any proceeding in bankruptcy, receivership or liquidation is commenced against the party and not dismissed within 30 days following commencement.
Upon termination, whether by you or Strivo Ecom, you are not entitled to a refund of any kind and shall pay any due and unpaid fees. Following termination, Strivo Ecom may, but is not obligated to, retain Customer Data to allow you to reactivate your Subscription for up to 90 days and for such other purposes set forth in the Privacy Policy.
4.1. Features. Service features, functionality, usage limits and available integrations (collectively, "Features") are subject to change on one or more occasions at any time without notice. Features associated with your Subscription are described via Strivo Ecom documentation as provided to Customer, or as set forth in an Order Form (as applicable).
4.2. Authorized Use. You agree to use the Service in conformance with all applicable laws and regulations and shall not:
a. engage in conduct constituting improper use of the Service, in a manner that exceeds a reasonable volume or constitutes excessive or abusive usage;
b. decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
c. reproduce, rearrange, modify, translate, create derivative works from, display, perform, publish, or distribute the Service;
d. break, disrupt or attempt to break or disrupt any device used to support the Service or knowingly exploit a flaw or bug in the Service;
e. use the Service to store or transmit material that is infringing, libelous, unlawful or in violation of any person's rights;
f. harass, abuse, stalk, threaten or impersonate any person through the Service;
g. sell, rent, lease, transfer, or sublicense the Service or access thereto, unless expressly permitted by Strivo Ecom;
h. promote, encourage or undertake illegal activity or communicate, link to, post, stream, submit or upload content that contains objectionable or offensive conduct through the Service;
i. disparage, harm or otherwise tarnish Strivo Ecom's reputation;
j. use the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; or
k. use the Service to infringe or violate third party rights including but not limited to: (i) contractual rights, (ii) copyright, patent, trademark, trade secret rights or other intellectual property rights, (iii) privacy rights, (iv) publicity rights, or (v) confidential information,
all of the foregoing which shall be determined by Strivo Ecom in its sole discretion.
4.3. Excess Usage. Strivo Ecom reserves the right to monitor and reasonably restrict your ability to use the Service if you are using excessive computing resources which impacts performance of the Service for Strivo Ecom and/or other subscribers, as determined by Strivo Ecom in its sole and reasonable discretion. Strivo Ecom shall provide Customer with prior written notification in cases where it restricts such use and shall use good faith efforts to determine an appropriate alternative or workaround solution prior to restricting Customer's ability to use the Service.
4.4 Third Party Applications. The Service integrates with third party services ("Third Party Services"), including but not limited to Shopify. The Agreement does not grant any license, right, title or interest in Third Party Services and you may be required to enter into agreements with one or more third parties in order to use such Third Party Services, which agreements you must determine the suitability of. If you use Third Party Services, Strivo Ecom may permit Third Party Services to access Customer Data (as defined below) as required for the integration or use of such Third Party Services with the Service and as further permitted by Strivo Ecom's DPA. Integration of Third Party Services is contingent upon third parties permitting Strivo Ecom to integrate the Service with their respective Third Party Services and such permission and/or integration may end at any time without notice or compensation to you.
4.5. DPA. Use of the Service is governed by a DPA detailing how Strivo Ecom collects, uses and discloses personal data provided by Customer to Strivo Ecom and is available at strivoecom.com/legal/dpa, as may be updated on one or more occasions. For clarity, the Customer is solely responsible for determining whether it needs to update its own privacy policy in accordance with the use of the Services and applicable law.
5.1. Order Form. Each Subscription requires Customer to agree to a Service tier through the App Store or to sign an Order Form in the form provided by Strivo Ecom, which contains the Service tier and features available with such tier, to a Customer based upon the plan selected by the Customer in the Order Form or at sign-up, as well as pricing and other relevant terms. If selecting a trial Subscription, Customer agrees that such trial shall automatically convert into a paid Subscription at the end of the trial, on such terms as previously agreed by Customer, unless such Subscription is terminated prior to expiration of the trial by either: (a) reverting to a free Subscription; or (b) uninstalling the Service from Customer's Shopify store.
5.2. Fee Payment. Customer shall pay Strivo Ecom the Subscription fee agreed to by Customer when selecting a Service plan through the App Store or as set forth in the Order Form ("Subscription Fee"), as well as any additional fees and charges agreed to by Customer and Strivo Ecom (i.e. - design and onboarding fees). Customer shall be automatically charged the Subscription Fee pursuant to the App Store terms or pay the fees in accordance with the Order Form, as invoiced by Strivo Ecom. Strivo Ecom may increase the Subscription Fee by providing written notice of the change at least 30 days before the start of a Renewal Term. If Customer elects to pay by credit card, Customer hereby authorizes Strivo Ecom or a third party designated by Strivo Ecom (for example, Shopify) to charge the credit card Customer provides for all fees owed to Strivo Ecom. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with your payments to Strivo Ecom; and (b) the information you provide for payment purposes is true, correct and complete. Customer shall provide a valid credit card and if Customer's credit card changes or expires, or is revoked, disputed or not valid for any other reason, Strivo Ecom may suspend Customer's use of the Service upon 3 days' notice or otherwise terminate the Agreement pursuant to Section 3. By submitting payment information, you grant Strivo Ecom the right to provide such information to third parties, including but not limited to Shopify or Stripe, for the purpose of facilitating your purchases with Strivo Ecom. Strivo Ecom reserves the right to refuse or cancel any Subscription Fee, additional fee, charge or other purchase with Strivo Ecom for reasons including but not limited to suspected fraud or any other reason, as determined in Strivo Ecom's absolute discretion.
5.3. Overdue Invoice. Following Customer's failure to pay an invoice timely, Strivo Ecom may suspend the Service and, before resuming the Service, may require that Customer pay: (a) all outstanding amounts; (b) and all amounts that will become payable during the remainder of the Term.
5.4. Taxes. Subscription Fees as well as any additional fees and charges agreed to by Customer and Strivo Ecom exclude taxes, duties and charges, which Customer shall pay, as applicable.
6.1. Service Ownership. The Service and constituent parts thereof are the proprietary property of Strivo Ecom and its licensors, and all right, title and interest in and to, including all associated intellectual property rights, remain with Strivo Ecom and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to, the Service, Subscription or Account. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are and shall be forever owned by and inure to the benefit of Strivo Ecom, excluding Customer Data. Any trademarks, logos, and service marks (collectively, "Strivo Ecom Trademarks") displayed on the Service are registered and unregistered marks of Strivo Ecom or are otherwise used in accordance marks of Strivo Ecom or are otherwise used in accordance with applicable law. Nothing contained in the Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Strivo Ecom Trademarks without Strivo Ecom's written permission. Strivo Ecom reserves all rights unless expressly granted in this Agreement.
6.2. Customer Data. Data that you provide in connection with your Account or otherwise upload or transmit through the Service, or that is otherwise generated through your use of the Services (collectively, "Customer Data") is and shall remain the sole property of Customer. Any and all right, title and interest in and to Customer Data, including all associated intellectual property rights, remain solely with Customer. For clarity, Strivo Ecom may use, store and modify Customer Data in order to: (a) provide the Service; (b) create Customer Data in order to: (a) provide the Service; (b) create anonymous, aggregated or statistical data (or both); (c) improve or otherwise modify the Service; (d) create new products and services; (e) analyze the Service and its use and publishing the results of such analysis; and (f) deliver to Customer relevant information and communications.
6.3. Customer Feedback. You hereby grant Strivo Ecom a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any feedback you provide regarding the Service. Such feedback is deemed not to be Confidential Information of Customer and nothing in this Agreement shall operate to limit Strivo Ecom's use of such feedback. Strivo Ecom agrees and acknowledges that it uses Feedback at its own risk and that Feedback is provided on an "as is" basis without warranties of any kind.
7.1. DISCLAIMER. THE SERVICE IS PROVIDED TO YOU "AS IS" AND STRIVO ECOM DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, STRIVO ECOM MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE, WILL NOT HARM COMPUTERS, MOBILE DEVICES OR ANY ATTACHED DEVICES, NOT RESULT IN LOST DATA OR BE SECURE AGAINST UNAUTHORIZED ACCESS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY STRIVO ECOM, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ASSIGNS ("REPRESENTATIVES"), WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
7.2. LIMITATION OF LIABILITY. STRIVO ECOM AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD PARTY SERVICES INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, PERSONAL INJURY OR DEATH AND ANY AND ALL OTHER TANGIBLE AND INTANGIBLE DAMAGES OR LOSSES, EVEN IF STRIVO ECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
7.3. MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD STRIVO ECOM FROM LIABILITY, YOU AGREE THAT STRIVO ECOM'S AND/OR ITS REPRESENTATIVES MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT CUSTOMER PAID TO STRIVO ECOM IN THE 4 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACT LEADING TO THE HARM IN QUESTION.
7.4. BASIS OF BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND YOU. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THESE TERMS FOR THE APPLICABLE FEES ABSENT SUCH PROVISIONS.
Customer shall indemnify, defend and hold Strivo Ecom and its Representatives, harmless from and against any third party claim, liability, injury, damage, cost, loss or expense, including reasonable attorneys' fees, in connection with Customer's use of the Service or Third Party Services, or your violation of the Agreement or any applicable law or regulation (including but not limited to privacy laws). Customer shall not settle any claim without Strivo Ecom's advance written consent unless such claim releases Strivo Ecom unconditionally. Strivo Ecom reserves the right to, at its expense, assume control of the claim.
9.1. Initial Dispute Resolution. Most disputes between you and Strivo Ecom can be resolved without resorting to legal action. If you have any dispute with Strivo Ecom, you agree that before taking any formal legal action you will contact Strivo Ecom at hello@strivoecom.com, and provide a brief, written description of the dispute and your contact information. You and Strivo Ecom agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
9.2. Binding Arbitration. If you and Strivo Ecom cannot come to a resolution within 60 days after the time an informal dispute resolution is initiated, you agree that any disputes or claims between you and Strivo Ecom, including the Representatives, shall be resolved by confidential, final and binding arbitration to be conducted in London, United Kingdom and administered by the London Court of International Arbitration. The arbitration shall be commenced and conducted in accordance with Arbitration Rules (the "Rules"). Your arbitration fees and your share of the arbitrator's compensation shall be governed by and, where appropriate, limited by the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT BY APPLICABLE LAW. THE PARTIES AGREE THAT SECTION 9.2 SHALL NOT APPLY TO: (I) DISPUTES CONCERNING INTELLECTUAL PROPERTY, ALLEGATIONS OF THEFT, PIRACY, VIOLATION OF PRIVACY LAWS OR USE OF THE SERVICE IN VIOLATION OF THIS AGREEMENT; OR (II) CLAIMS FOR INJUNCTIVE RELIEF.
9.3. CLASS ACTION WAIVER AND PROHIBITION. YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN STRIVO ECOM, THE REPRESENTATIVES (IF APPLICABLE), AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.
10.1. Updates. Strivo Ecom reserves the right, in its sole discretion, to modify this Agreement and/or the Services at any time (each an "Update") and shall make each Update of the Agreement available through the Website. You are deemed to accept an Update by continuing to use the Service. Unless Strivo Ecom states otherwise, an Update is automatically effective 30 days after posting on the Website, except in such case where an Update is immaterial to any of your legal rights or legal obligations of Strivo Ecom and such Update is made only to correct a typographical, formatting or grammar inaccuracy, and in such case, an Update is effective immediately after posting on the Website.
10.2. Publicity. Company agrees that, during the Term, Strivo Ecom reserves the right, title and limited license to use Company's name and/or logo mark on (i) the Strivo Ecom Website and/or (ii) on Strivo Ecom owned and controlled social media posts, relating solely to the existence of the trade relationship between the parties. Any trademarks, logos, and service marks (collectively, "Customer Trademarks") displayed pursuant to the foregoing, belong solely to Customer and Strivo Ecom makes no claims or rights to such Customer Trademarks, beyond the public display under the grant of rights set forth in this Section. If, at any time during the Term, Customer requests that Strivo Ecom cease use of such Customer Trademarks, Customer shall provide notice to Strivo Ecom as set forth in Section 10.4 below.
10.3. Governing Law. The Agreement shall be governed by and construed in accordance with the applicable laws of England and Wales, without reference to principles of conflicts of laws.
10.4. Notice. Any notice required by the Agreement shall be given by email to Strivo Ecom at hello@strivoecom.com and by Strivo Ecom to you at the email address you provide to Strivo Ecom, as updated on one or more occasions, such notice deemed received upon sending.
10.5. Limitation Period. Any cause of action arising out of or related to the Agreement or the Service must commence within one year after the cause of action accrues and, if not, is permanently barred. The parties acknowledge that the foregoing constitutes a modification and shortening of the limitation period set forth in statute and agree to shorten the limitation period.
10.7. Export Compliance. UK, EU, and foreign export control laws regulate the export and re-export of technology originating in the United Kingdom, European Union, and such foreign countries. You agree to abide by all export control laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, the Service or API from any countries or foreign nations in violation of such laws or regulations. You shall comply with the export laws and regulations of the applicable jurisdictions in which you provide, access or use the Service. The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
10.8. Severability, Waiver. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of this Agreement in full force and effect. No failure or delay by a party in exercising any right, power or remedy under this Agreement constitutes a waiver thereof.
10.9. Assignment. You cannot assign, transfer or pledge the Agreement, in whole or in part, without the prior written consent of Strivo Ecom. Strivo Ecom may assign this Agreement upon written notice to you.
10.10. Force Majeure. Except with respect to the Customer's obligation to make payments, neither party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, labor disputes, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.
10.11. Entire Agreement. The Agreement, including the Order Form and Privacy Policy, as amended on one or more occasions, constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No terms or conditions stated in any purchase order or other order documentation you provide are incorporated into or form any part of the Agreement and are null and void.
10.12. Survival. Sections 3.3, 5, 7-10 shall survive termination of this Agreement.