This Leonardo Master Services Agreement (the “Master Services Agreement”) is entered into by and between by Leonardo Interactive Pty Ltd T/A Leonardo.Ai (“Leonardo”) and the customer (“Customer”) identified in an Order Form that references this Master Services Agreement and is effective as of the date the Order Form is signed by Customer (“Effective Date”) unless specified otherwise. As used herein, references to the “Agreement” means this Master Services Agreement, all Order Forms hereunder, hyperlinked policies and addenda, subsequent amendments, and such other attachments and exhibits that the parties’ authorized representatives mutually agree to in writing.
1. Definition
1.1. “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party.
1.2. “Customer Data” means the information or data supplied by Customer and/or its Users in connection with the Service, or stored or generated by Customer’s/Users’ use of the Service, including any personal information collected, used, disclosed, stored or otherwise handled in connection with the Service. Customer Data does not include any data or information that is generated as a result of your usage of the Service that is a back-end or internal output or an output otherwise generally not available to users of the Service.
1.3. “Input” means text, images, videos, or other prompts entered by a User in connection with the use of the Service.
1.4. “Intellectual Property Rights” means any intellectual property rights existing anywhere in the world, including: copyright, patents, trademarks, designs, and all other rights of a similar nature arising through intellectual activity.
1.5. “Login” means a username and password assigned to a User for purposes of accessing the Service.
1.6. “Order Form” means Leonardo’s standard order form that (a) specifies the Service(s) subscribed to by Customer; (b) specifies the number of Users, Subscription Fees and Subscription Term; (c) is governed by and incorporates by reference this Agreement; and (d) is signed by authorised representatives of both parties.
1.7. “Output” means text, images, videos, or other content generated and returned by the 1.7 Service based on the Input provided by a User.
1.8. “Service” means the platform-as-a-service offering(s) provided by Leonardo as set forth in the Order Form(s), including any updates thereto, as may be available online, via mobile application, or other forms.
1.9. “Subscription Fee(s)” means the fee paid for access to the Service.
1.10 “Subscription Term” means the duration for which Customer has subscribed to the Service as set forth in the applicable Order Form and any renewal term thereafter.
1.11 “User” means Customer’s and its Affiliates’ employees, contractors, and agents authorized by Customer to use the Service.
2. The service
2.1. Provision of Service. Subject to this Agreement (including without limitation the token allocation set out in Section 2.2 (below), Leonardo will provide a limited, non-exclusive, non-transferable, worldwide right and license to Customer to access and use the Service for the duration of the Subscription Term.
2.2. Modification of Features. Leonardo may, at its sole discretion, modify, remove, add, or enhance features of the Service from time-to-time, provided however, Leonardo will not materially decrease the overall functionality of the Service during the Subscription Term.
2.3. Tokens. Each Teams Plan includes a monthly allocation of tokens, which is shared amongst. Each User is allotted 100,000 tokens per month, which is added to the total pool of tokens that Customer can access on a monthly basis. At the end of each month, the total tokens are refreshed to the initial total token level, according to the number of Users multiplied by tokens. For example, a team of 10 Users will have 1 million tokens every month that ca across all its Users.
2.4. Customer Affiliates. Customer’s Affiliates may purchase access to the Service under the Agreement by entering into an Order Form. By entering into an Order Form, such Affiliate agrees to be bound by the terms of this Enterprise Subscription Agreement as if it were an original party to this Agreement. Customer shall be responsible for its Affiliates’ compliance with this Agreement.
2.5. Intellectual Property Rights.
2.5.1 Leonardo Intellectual Property Rights. Leonardo owns all Intellectual Property rights in and to the Service, including how the Service looks and functions, as well as Leonardo’s copyrighted works, trademarks, inventions, designs and other Intellectual Property. Customer must not alter or remove any confidentiality, copyright, or ownership notice placed in or on the Service.
2.5.2 Notwithstanding anything else in this Agreement, Leonardo will, to the maximum extent permitted by law, own all Intellectual Property Rights in any developments, modifications, enhancements or improvements to the Service. To the extent that any such developments do not automatically vest in Leonardo by operation of law, Customer hereby assigns to the maximum extent permitted by law all Intellectual Property Rights in such developments to Leonardo and agrees to do all other things necessary to assure Leonardo’s title in such rights
2.5.3 Inputs and Outputs. Customer is solely responsible for all Inputs it (and its Users) submit to the Service. By submitting Inputs Customer represents, warrants and agrees that it has all rights, licenses and permissions necessary for Leonardo to use and process the Inputs and to generate Outputs. As between Customer and Leonardo, to the extent permitted by law and subject to the terms of the Agreement, Customer owns its Input and the Outputs generated by the Service in response to such Inputs and gives Leonardo the right to host and use its Input and Output on the Service. For the avoidance of doubt, Leonardo will not make any copyright ownership claim over Customer’s Input or Output.
2.6. Logins. Each User must have a unique Login. Customer shall be responsible for all Users for compliance with this Agreement, and shall ensure that each User obtain a unique Login. Furthermore, Customer shall ensure that its Users keep their Login credentials confidential and promptly notify Leonardo in the event Customer becomes aware of any unauthorized use of a Login.
2.7. Use Restrictions. Customer and its Affiliates must not, and must ensure that their Users do not:
2.7.1 Unauthorized Access & Use:
(a) Share account credentials or allow unauthorized access to their account;
(b) Rent, lease, sell, sublicense, distribute, or otherwise make the Service available to third parties;
(c) Access or attempt to access data, servers, or accounts they are not authorized to use;
(d) Circumvent authentication or security measures of Leonardo or third parties
2.7.2 Modification & Competitive Use:
(a) Copy, modify, reverse-engineer, decompile, disassemble or otherwise attempt to derive source code from the Service or create derivative works based on the Service or documentation;
(b) Use any unauthorized or modified version of the Service, including for developing competing software or benchmarking performance;
(c) Combine or integrate the Service with or into any other programs without Leonardo’s prior written approval.
2.7.3. Harmful or Illegal Activities:
(a) Use the Service in violation of any applicable law, regulation, or third-party rights (including Intellectual Property and privacy rights);
(b) Interfere with or disrupt the Service or other users’ access;
(c) Introduce malware, viruses, or other malicious code into the Service.
2.7.4. Prohibited Content & Conduct:
(a) Use the Service to create, transmit, or publish content that is harmful, defamatory, harassing, fraudulent, misleading, or otherwise unlawful;
(b) Generate or share content that includes: (i) Child exploitation, sexual violence, or explicit pornography; (ii) Depictions of non-consensual acts, animal cruelty, or extreme violence; (iii) Hate speech, discrimination, or material that incites violence; or (iv) Threats to safety, security, or well-being of individuals or groups;
(c) Engage in spamming, unauthorized advertising, or data harvesting without consent.
2.7.5 Leonardo reserves the right to remove or restrict access to any content or activity that violates these terms, at its sole discretion.
2.8. Customer Obligations. Customer is solely responsible for:
(a) providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Service;
(b) all activities conducted by each of its Users and each User’s compliance with the terms of this Agreement;
(c) for the accuracy, quality, integrity, and legality of Inputs. Customer represents and warrants that it has provided all legally required disclosures and obtained all legally required consents from individuals prior to adding such individuals as a User.
3. Data privacy
3.1 Leonardo will process Customer’s personal data in accordance with its Data Processing Addendum found athttps://leonardo.ai/data-processing-addendum/, which governs how Leonardo collects, uses, and protects personal information. By using the Service, Customer agrees to the terms outlined in the Data Processing Addendum.
4. Generated content
4.1 The Service utilises generative AI and large language model technologies, which can produce content that may appear highly realistic or convincing, including text, images, audio, and video outputs (collectively, “Generated Content”). Customer acknowledges and agrees that Generated Content may include deep fakes, misinformation, biases, or other potentially misleading or inaccurate information. Customer and Users are solely responsible for evaluating and verifying the accuracy, reliability and legality of any Generated Content before relying on or using it for any purpose.
4.2 Generated Content is provided “as is” without warranties of any kind, either expressed or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title or non-infringement. Leonardo disclaims all liability for any errors, omissions, or inaccuracies in the Generated Content, any infringement on third party rights (including Intellectual Property Rights) and any damages or losses that may arise from the use or reliance on such content.
5. Feedback and customer data
5.1. Feedback. Customer hereby assigns to Leonardo any suggestions, ideas, enhancement requests, or other feedback provided by Customer to Leonardo relating to the Service.
5.2 Data Usage.
5.2.1 Ownership & Access. Customer retains ownership of Customer Data. However, by providing it to Leonardo, Customer grants Leonardo the right to access, analyze, backup, store, transmit, and use it as necessary during the Term and for a reasonable period thereafter.
5.2.2 AI Training & Usage. Leonardo does not use private Customer Data to train AI models or for any purpose beyond delivering the Services, unless Customer provides express written consent.
5.2.3 Permitted Uses. Leonardo may use Customer Data, or disclose it to third-party service providers, to:
(a) Deliver the Services and fulfill Leonardo’s contractual obligations;
(b) Diagnose and resolve service issues;
(c) Improve and develop the Services provided that such use is limited to aggregated and anonymized usage data and does not involve Customer Content or Customer created materials without express written consent;
(d) Conduct analytics to identify and fix bugs or performance issues.
5.2.4 Types of Data.
5.2.4.1 Content Data: Materials, documents, images, audio, video, or any other data uploaded or submitted by Customer.
5.2.4.2 General Usage Data: Metrics, trends, and analytics derived from Customer’s use of the Services.
5.2.4.3 Anonymized Data: Leonardo may generate anonymized statistical data from General Usage Data and overall service usage (e.g., through aggregation). Once anonymized, Leonardo will own this data and may use it to:
(a) Improve and enhance the Services;
(b) Develop new products and offerings;
(c) Identify industry trends;
(d) Other uses communicated to Customer.
(e) Leonardo may make such anonymized data publicly available, provided it is not based on a sample size small enough to reveal identifiable portions of Customer Data.
(f) The rights granted to Leonardo under this section will survive termination or expiry of this Agreement.
6. Billing
6.1 Fees and Payment. Customer will be billed for the number of Seats set forth in the initial Order Form. Customer may add additional Seats to the Team Plan at any time during the Subscription Term by providing written notice (including by email). Each additional Seat will be charged at a rate set out in the applicable Order Form, and the charge for each additional Seat will be calculated on a pro-rated basis for the remainder of the then-current Subscription Term and invoiced in advance. The addition of Seats does not require a new Order Form unless otherwise agreed in writing. Customer will not receive a refund or credit for removing Seats that have already been paid for. Any increase in Seats shall remain in effect for the remainder of the then-current Subscription Term. Customer’s pricing will not increase during the Subscription Term.
6.2 Payment. Subscription Fees are invoiced on an annualized basis in advance unless otherwise set out in the Order Form. Initial and renewal Subscription Fees, will be invoiced for a twelve (12)−month period in advance. Any additional Subscription Fees for Seats added during a Subscription Term will be calculated at the per-Seat rate set out in the applicable Order Form and invoiced on a pro-rated basis for the remainder of the term in accordance with Section 6.1 (Fees and Payment). All invoices will be due and payable within thirty (30) days of the invoice date. Except as otherwise provided for in this Agreement, all fees are non-refundable. Any fees remaining unpaid for more than thirty (30) days past their due date shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law. Leonardo may, at its discretion and in addition to other remedies it may have, suspend access to the Service if any invoice remains unpaid for more than 30 days after its due date. Leonardo will provide Customer with notice at least ten (10) days in advance of any such suspension.
6.3 Taxes. Unless otherwise stated in an Order Form, the Subscription Fees do not include sales, use, value-added, or other similar taxes or duties, and any such taxes shall be assumed and paid by Customer except those taxes based on the net income of Leonardo. Leonardo will invoice Customer any applicable tax.
7. Warranties and disclaimer
7.1. Mutual Warranties. Each party represents and warrants: (a) that it has the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof; and (b) it shall comply with all applicable export control, trade, and economic sanction laws including, but not limited to, restrictions set forth by the Office of Foreign Assets Control (OFAC).
7.2. Disclaimer of Warranties. Except as provided in this agreement, customer understands and agrees that the service, to the maximum extent permitted by applicable law, is provided “as is” and leonardo expressly disclaims all warranties of any kind, whether express, implied, statutory or otherwise, including without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement. Leonardo makes no representation, warranty, or guaranty that the services will operate in combination with customer’s hardware or other software or third party services. Leonardo makes reasonable efforts to ensure the Service is free of viruses or other harmful components but cannot guarantee that the Service will be free from unknown viruses or harmful components. Leonardo cannot guarantee that the Service will not incur delays, interruptions, or other errors that are outside of Leonardo’s reasonable control and are inherent with the use of the internet and electronic communications.
8. Confidentiality
8.1. Definition. “Confidential Information” means, without limitation, product plans, inventions, know-how, technical information, financial information, or other business information disclosed or made available by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing and that is identified as confidential at the time of disclosure or should reasonably be known by the Recipient to be confidential.
8.2. Non-Use and Non-Disclosure. Recipient shall, with respect to Confidential Information of Discloser: (a) not disclose such Confidential Information to any third party at any time and limit disclosure to its employees, contractors, or its legal, financial, and accounting advisors that have a need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement; and (b) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protects its own Confidential Information of a like nature, but no less than a reasonable degree of care. Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body, provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
8.3. Exclusions. The obligations with respect to Confidential Information shall not apply with respect to Confidential Information Recipient can demonstrate: (a) is now or becomes publicly available through no fault of Recipient; (b) is lawfully obtained from a third party without a duty of confidentiality; (c) is known to Recipient without obligation of confidentiality prior to such disclosure; or (d) is, at any time, independently developed by Recipient without use of Discloser’s Confidential Information.
9. Indemnification
9.1. Indemnification by Customer. Customer shall defend Leonardo and its Affiliates, and their respective employees, officers, and directors (collectively, “Leonardo Indemnified Parties”) from and against any claim, demand, or action brought by a third party (including without limitation any User) against Leonardo Indemnified Parties, and shall indemnify and hold harmless Leonardo Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement (that has been approved by Leonardo) to the extent arising from: (a) use of the Service by Customer or any User in a manner that breaches this Agreement; or (b) any allegation that Inputs infringe any Intellectual Property Rights of any third party.
9.2. Indemnification by Leonardo. Leonardo shall defend Customer, its Users, and its Affiliates (as applicable), and their respective employees, officers, and directors (collectively, “Customer Indemnified Parties”), from and against any claim, demand, or action brought by a third party against Customer, and shall indemnify and hold harmless Customer Indemnified Parties from any damages and costs finally awarded by a court of competent jurisdiction or otherwise owed in any settlement to the extent arising from any allegation that the Service infringes any patent, copyright, or trade secret of a third party.
Leonardo’s indemnification obligations described in this Section 9.2 shall not apply and Leonardo will have no liability for any infringement claim of any kind, to the extent the claim results from: (a) modification of the Service made by Customer or a User; (b) unauthorized or unlicensed use of the Service in violation of this Agreement; (c) Inputs; or (d) any use of or reliance on Outputs.
9.3. Procedure. If one party (the “Indemnitee”) receives any notice of a claim or other allegation with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee shall not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitor may not settle any claim that admits liability or fault on behalf of Indemnitee or that imposes financial liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor.
9.4. Remedy for Enjoinment for Use of Services. If Customer’s use of the Service is, or in Leonardo’s opinion is likely to be, enjoined due to Intellectual Property Rights infringement, Leonardo may, at its sole option and expense (and to the extent applicable): (a) procure for Customer the right to continue using the Service under the terms of this Agreement; (b) replace or modify the Service so that it is non-infringing; or (c) substitute substantially similar functions or services. If none of the forgoing options can be accomplished despite Leonardo’s reasonable efforts, Leonardo may terminate this Agreement and Customer’s rights to the Service, and refund a prorated portion of any prepaid Subscription Fees for the period beginning on the effective date of termination through the end of the then-current Subscription Term.
9.5. Exclusive Remedies. The provisions of this Section 9 sets forth Leonardo’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to any third-party Intellectual Property infringement claims.
10. Limitation of liability
10.1. In no event shall either party be liable to the other party or any other person or entity for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business, or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of customer’s breach of section 2.7 (“use restrictions”); either party’s indemnification obligations; or a party’s gross negligence, or wilful misconduct.
10.2. In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the subscription fees paid or payable by customer to leonardo hereunder during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of customer’s breach of section 2.7 (“use restrictions”); either party’s indemnification obligations under section 9; or a party’s gross negligence or wilful misconduct.
11. Term and termination
11.1. Agreement Term. The term of this Agreement shall commence on the Effective Date set forth in the initial Order Form and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder.
11.2. Subscription Term. The initial Subscription Term shall be specified in the relevant Order Form. Upon the expiration of the initial Subscription Term, the Subscription Term will automatically renew for successive 12-month terms, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Leonardo will provide notice of an upcoming renewal and any applicable increase to pricing forty-five (45) days or more prior to the end of the then-current Subscription Term.
11.3. Termination for Cause. Either party may terminate the Agreement immediately upon written notice in the event that (a) the other party commits a non-remediable material breach of the Agreement; (b) the other party fails to cure any remediable material breach within thirty (30) days of being notified of such breach; or (c) the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
11.4. Effect of Termination for Cause. In the event of termination of this Agreement due to a material default by Leonardo, Leonardo shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of the then-current Subscription Term. In the event of a termination of the Agreement due to a default by Customer, Customer shall pay all amounts due and owing for the Service as outlined in an applicable Order Form.
11.5. Survival. Sections titled “Definitions”, “Term and Termination”, “Fees”, “Intellectual Property”, “Limitation of Liability”, “Indemnification”, “Confidential Information” and “Miscellaneous” inclusive, shall survive any termination of this Agreement.
12. Miscellaneous
12.1 Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with (a) in the case of Customer, Customer’s use of the Service; and (b) in the case of Leonardo, Leonardo’s provision of the Service.
12.2 Governing Law and Jurisdiction. Except where otherwise agreed between the parties and expressly set out in the Order Form, the Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any legal action or proceeding arising under the Agreement shall be brought exclusively in the federal or state courts located in Santa Clara County, California and the parties hereby consent to exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in its entirety from application to this Agreement.
12.3 Relationship of Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.
12.4 Attorney’s Fees. In any court action at law or equity that is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
12.5 Equitable Relief. Both parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set forth herein may cause irreparable injury to the other party for which monetary damages alone would not be an adequate remedy, and therefore the party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
12.6 Publicity. Customer permits Leonardo to use Customer’s name and logo to identify Customer as a customer on Leonardo’s website and in its marketing materials in accordance with any trademark guidelines or instructions provided by Customer. Customer permits Leonardo to issue a press release announcing Customer as a customer, provided Leonardo obtains Customer’s approval of the text of any such press release prior to publication. Following an agreed-upon press release, Leonardo may use the content of the press release on Leonardo’s website and in marketing materials.
12.7 Force Majeure. Neither party shall be deemed to have breached any provision of the Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control. This Section does not excuse Customer’s payment of fees due under this Agreement provided that Leonardo continues to provide the Services as set forth in the Agreement.
12.8 Assignment. Neither party may assign this Agreement or any of its right or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonable withheld. Notwithstanding the foregoing, either party may transfer and/or assign this Agreement, without the other party’s consent, to any successor by way of a merger, acquisition, or change of control. For the purposes of this Agreement, “change of control” means consolidation, or any sale of all or substantially all of the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.
12.9 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Agreement shall be construed as if the invalid or unenforceable provision were omitted.
12.10 Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
12.11 Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail, and in each instance will be deemed given upon receipt. All notices to Customer will be sent to the physical address and/or email addresses set forth in the Order Form. All notices to Leonardo shall be sent to the applicable notice address identified below:
Suite 1007/120 High St, North Sydney NSW 2060, Australia
With a copy to [email protected]
12.12 Entire Agreement. This Agreement and the associated Order Form(s) constitute the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. This Agreement may not be modified except by written instrument signed by both parties and referring to the particular provisions to be modified. All terms, conditions, or provisions on a purchase order shall be of no force and effect notwithstanding the acceptance of such purchase order after the date of this Agreement. In the event of a conflict between the terms of this Agreement and an Order Form, the terms set forth in the Order Form shall control. This Agreement is binding upon and inures to the benefit of, the parties and their respective permitted successors and assigns.
