Terms of Service
Updated January 19, 2024
1. Access to SaaS Services. Subject to Customer’s payment obligations and compliance with all other terms and conditions of this Agreement, TCN grants Customer a limited, non-exclusive, non-transferable right to access and use the TCN Software remotely on a SaaS basis only (the “SaaS Services”), during the Term and solely for Customer’s own lawful internal and customary contact center operations, and for no other purpose. Only Authorized Users as identified or configured by Customer are permitted to access and use the SaaS Services. Customer shall be fully responsible for all acts and omissions of Authorized Users, which, if undertaken by Customer would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. As used herein, “Authorized Users” means the individuals who access and use the TCN Software by or through Customer.
a. Restrictions. Customer hereby represents and warrants that it shall not and shall not allow any Authorized User to: (i) sell, resell, rent, license, sublicense, or encumber its rights under this Agreement; (ii) use the SaaS Services (a) to create a false identity or otherwise attempt to mislead any person as to the identity, source or origin of any communication; (b) to execute, store, or transmit any unlawful information, materials or malicious code; and (c) in any manner that would result in a violation of any applicable law, rule or regulation, including without limitation, international export and privacy laws, privacy policies, and other laws regarding the transfer and/or transmission of data, such as, but not limited to, the national Do-Not-Call Registry requirements, the Federal Trade Commission’s (“FTC”) Telemarketing Sales Rule (“TSA”), the Telephone Consumer Protection Act (“TCPA”), and the Federal Communications Commission’s (“FCC”) TCPA rules; (iii) permit or authorize third parties to use or access the SaaS Services except as otherwise permitted in this Agreement; (iv) circumvent or disable any security or other technological features or measures of the SaaS Services; (v) use or provide any data or information obtained through or via the SaaS Services to or for any third party except as otherwise permitted in this Agreement; (vi) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble, appropriate, misappropriate or otherwise attempt to derive source code, structure or components associated with the TCN Software or SaaS Services; (vii) use, evaluate or view the SaaS Services for the purpose of designing, copying, mimicking or creating any environment, program, or infrastructure, which performs functions similar to the SaaS Services; and (viii) attempt to gain unauthorized access to the SaaS Services or its related systems, platform, or networks.
b. Reservation of Rights. TCN reserves all rights that are not expressly granted to Customer under this Agreement. Except for the limited rights and licenses granted under this Agreement, nothing in this Agreement grants Customer any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to the TCN Software or the SaaS Services, whether express, by implication, estoppel, or otherwise.
c. Credentials. Authorized Users of TCN software must immediately notify TCN of any known or suspected unauthorized use(s) of its password(s) or other access credentials, or any known or suspected breach of security, including the loss, theft or unauthorized disclosure of such password or access credentials or any unauthorized access to or use of the TCN Services under their account(s). Customer is solely responsible for maintaining the confidentiality of its password(s) and for ensuring the authorized access and use of the TCN Services using their access credentials including usernames and passwords. Personal accounts/passwords shall not be shared.
2. Relationship. The parties to this Agreement are independent contractors and the parties acknowledge and agree that this Agreement does not create any agency, partnership, joint venture or enterprise, between the parties or any respective officer, director, employee, contractor, agent or representative thereof, as a partner, employee or agent of the other party for any purpose whatsoever. Neither party has the right or authority to bind, or attempt to bind, the other party to any contract or the performance of any obligation, other than the obligations, terms and conditions provided for in this Agreement.
3. Fees and Payments. The Customer shall pay TCN the fees and charges in accordance with the current pricing schedule, in exchange for the SaaS Services. TCN reserves the right to change the pricing for the SaaS Services, as identified in pricing schedule, upon thirty [30] days prior written notice to Customer. TCN shall invoice Customer on a monthly basis, due upon receipt, without any set-off or withholding, unless otherwise specified in the current pricing schedule. All fees and charges for the SaaS Services are non-refundable, except as expressly set forth in this Agreement or where required by law. Late payments by Customer shall bear interest at the lesser of the rate of one [1] percent per month or the maximum amount permitted by law. Customer shall reimburse TCN for all reasonable costs incurred by TCN in collecting any late payment of amounts due or related interest.
4. Taxes. All fees and charges payable under this Agreement are exclusive of Taxes (as defined herein). Customer will pay, and indemnify and hold harmless TCN from and against all Taxes arising from or otherwise relating to this Agreement or local, state, and federal taxes as well as the cost of maintaining toll numbers and other misc. telecommunication charges and the foregoing costs will not be included in the per minute rate included in the pricing schedule. As used herein, “Tax” or “Taxes” means any and all taxes, levies, imposts, withholdings, fees, assessments, duties and other charges of any nature, including state or federal, Universal Service Fund contributions, as well as any penalties, fines, surtaxes, additions to tax, interest or other charges related thereto which are imposed by any regulatory or taxing authority in any jurisdiction or by any international or multinational regulatory or taxing authority.
5. Term and Termination.
a. Term. The initial term of this Agreement is Month to Month. Following expiration of the initial term, this Agreement will automatically renew for successive one-month terms unless and until either party gives the other party a written notice of termination with at least thirty [30] days notice prior to the expiration of the then current term (the initial term and any such renewal terms are collectively referred to herein as the “Term”). If a valid notice of nonrenewal is sent, then this Agreement shall terminate at the end of the initial term or then-current renewal term, as the case may be.
b. Termination of SaaS Services. Customer understands by entering into this Agreement that TCN may terminate the SaaS Services for non-payment by Customer of any sum due to TCN and pursue damages as contained in this Agreement. TCN may also, in its sole discretion and without prejudice to any other right or benefit TCN has under this Agreement, immediately suspend, or terminate the SaaS Services for any reason. If TCN terminates this Agreement for the reasons stated below, then it shall be considered termination “for cause.”: (i) using SaaS Services in an unacceptable or inappropriate manner. (ii) Customer’s use of the SaaS Services interferes with the use of TCN services provided to any other customer. (iii) suspension is required in order for TCN to comply with an order, instruction or request of a court or governmental authority. (iv) Customer has provided false or misleading information. (vi) the filing of a voluntary or involuntary petition in a bankruptcy court which names Customer as debtor. (vii) any lawsuit that may impact the Customer’s ability to pay for the SaaS Services. (vii) Customer’s breach of Section 8 (Confidentiality) of this Agreement.
c. Termination by a Party. Either party may terminate this Agreement if the other party is in material breach of this Agreement and does not remedy the breach within thirty [30] days of receiving written notice of the breach.
d. Effect of Termination. Customer’s access and use of the SaaS Services expires when this Agreement is terminated, regardless of the reason for termination, and Customer will have no right of use or other such right to access the TCN Software. Immediately upon termination of this Agreement, all amounts payable by Customer under this Agreement shall accelerate and become due immediately. Upon expiration or termination of this Agreement, each party shall promptly return, or at the option of the other party, destroy all Confidential Information of the other party; provided that TCN may retain a copy of such Confidential Information for archival purposes or as required by law, subject to the terms of Section 8.
6. Ownership. Customer acknowledges that all right, title and interest in and to the SaaS Services (including the TCN Software and any copyright, trademark, service mark, patent, trade secret, source code and object code related to the TCN Software) and any enhancements, updates, improvements, modifications and derivative works thereto, shall be and remain with TCN. TCN shall exclusively own all intellectual property rights in any work product, developments, inventions, technologies or materials developed, conceived or first reduced to practice by TCN under this Agreement, and Customer shall obtain only the right to access and use such materials solely in connection with Customer’s use of the SaaS Services pursuant to the terms of this Agreement. Customer may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on the SaaS Services.
7. Customer Data. As part of its use of the SaaS Services, Customer will securely upload contact names and numbers, together with pre-recorded messages for use with Customer’s particular call campaigns via the Internet to the SaaS Services, all in connection with Customer’s call center operations. TCN reserves the right to delete any call campaign data and/or other information from the relevant call campaign uploaded by Customer using the SaaS Services (collectively, “Customer Data”) within forty-five [45] days after Customer’s completion of the particular call campaign. Customer must download the Customer Data from the SaaS Services within such forty-five [45] day period in order to retrieve such Customer Data. As between TCN and Customer, Customer will have sole and exclusive ownership of all rights, title and interest in and to all Customer Data. Customer grants to TCN a non-exclusive, sublicensable, worldwide, transferable, royalty-free license, during the Term, to host, copy, transmit, process and display the Customer Data solely to the extent necessary to provide or improve the SaaS Services. TCN may disclose such Customer Data that remains on its system in the event that TCN believes that is under a legal obligation to disclose such information. Except as otherwise permitted in this Agreement or otherwise by Customer, TCN will not use any of the Customer Data for any purpose, except as required to provide or improve the SaaS Services. Customer acknowledges and agrees that it will not provide, upload or cause to be uploaded or stored on TCN’s system or the SaaS Services, and TCN will not receive, create, maintain or transmit any sensitive personally identifiable information of any person, such as credit card numbers or social security numbers, for or on behalf of Customer under this Agreement. Customer agrees to utilize pause recording, redaction, etc, where appropriate to avoid the disclosure of confidential information.
8. Confidentiality.
a. Confidential Information. As used in this Agreement, “Confidential Information” shall mean information furnished or disclosed by a party or its agent or representative to the other party, in oral, written, or electronic form, including but not limited to (i) any materials, trade secrets, know-how, formulas, processes, contacts, ideas, strategies, inventions, data, videos, computer programs, software and documentation, prototypes, methods, system architecture, specifications, models, samples, designs, flow charts, drawings and all other technical information; (ii) proprietary information, including business and marketing plans, contracts, proposals, pricing information and other financial and operational information, customer lists and logs, concepts relating to such customer lists or logs, and all other non-public information, material or data relating to the current and/or future business and operations including but not limited to spin off markets and possible spin off markets; and (iii) any analyses, compilations, studies, summaries, extracts or other documentation related to the potential business relationship prepared by a party, its employees or contractors. Confidential Information shall not include information which (a) is otherwise available to the public or is made public by the disclosing party; (b) or which is furnished by the disclosing party to a third-party without restriction and without breach of this Agreement.
b. Non-Disclosure & Non-Solicitation. The receiving party agrees that it will use at least the same degree of care to protect the Confidential Information as it uses to protect its own information of a like nature but, in any event, will employ at least a reasonable degree of care. Each party shall hold all Confidential Information (excluding trade secrets) in confidence during the Term and for a period of three [3] years after termination or expiration of this Agreement. Each Party shall hold all trade secrets in confidence during the Term and in perpetuity thereafter. During the Term, the receiving party (i) shall use such Confidential Information only for the purposes authorized specifically by the disclosing party or as necessary to provide the SaaS Services; (ii) shall restrict disclosure of such Confidential Information to any person that is not an employee of the receiving party unless the receiving party obtains express prior written permission from the disclosing party; and (iii) shall not copy, reproduce or otherwise duplicate, record, abstract, summarize or otherwise use, any Confidential Information of the other party or any papers, records, reports, studies, computer printouts, videos, equipment, tools or other property containing such Confidential Information of the other party, except as expressly permitted by the disclosing party in writing or as necessary to provide the SaaS Services to Customer. However, the receiving party may disclose Confidential Information in cases where the disclosure is required by law or a court order, provided the receiving party shall (a) give the disclosing party prior written notice and a reasonable opportunity to seek a protective order; (b) furnish only that portion of the disclosing party’s Confidential Information that its counsel advises is required to be disclosed by law; and (c) continue to maintain the confidentiality of the disclosing party’s Confidential Information with respect to all other third parties. Nothing in this Agreement shall operate to assign or transfer any intellectual property rights or Confidential Information of TCN to the Customer. The obligations set forth in this Agreement to protect Confidential Information shall survive any termination or expiration of this Agreement. During the Term and for a period of two [2] years following the termination or expiration of this Agreement, Customer shall not solicit or offer employment to any current or former employee of TCN for itself or any person related to or affiliated with Customer.
9. Area Codes. Customer acknowledges and agrees that area codes can change time zone affiliation and that customers can port numbers. While TCN will use commercially reasonable efforts to keep current and maintain its area code and time zone databases, Customer acknowledges and agrees that TCN will not be liable for any incidental or direct liability resulting from inaccurate time zone programming that is not a result of TCN’s gross negligence or willful misconduct.
10. LIMITATION OF LIABILITY.
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICALBLE LAW, TCN SHALL NOT BE LIABLE FOR ANY LOST PROFITS, REVENUES, GOODWILL, GENERAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO THE LOSS OF OPPORTUNITY LOSS OF USE, OR LOSS OF REVENUE OR PROFIT, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SAAS SERVICES PROVIDED BY TCN HEREUNDER, EVEN IF SUCH DAMAGES MAY HAVE BEEN FORESEEABLE OR IF TCN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF TCN IN RESPECT OF THIS AGREEMENT, REGARDLESS OF CAUSE, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY TCN FROM CUSTOMER IN THE ONE [1] MONTH PERIOD PRECEDING THE MONTH IN WHICH SUCH LIABILITY AROSE.
11. Indemnification. Customer will indemnify and hold TCN and its affiliates and their shareholders, directors, officers, employees, contractors, representatives and agents (each, an “Indemnified Person”) harmless from, and, at TCN’s option, defend each Indemnified Person against, any claims, suits, disputes, demands, proceedings, losses, liabilities, damages, costs, and expenses (including legal fees and disbursements, expert witness fees, and court costs) incurred by any Indemnified Person and directly or indirectly arising from or related to: (a) any breach by Customer of a representation or warranty in this Agreement; (b) any negligence, willful misconduct or fraud by Customer or its employees, agents or contractors in respect of this Agreement; or (c) Customer’s acts or omissions while using the SaaS Services, including without limitation any alleged violation of the TCPA or the FCC’s TCPA rules, claims that arise out of inaccurate data, information or instructions provided by Customer, or claims that allege that calls were made or placed without required consent. Customer will not settle any claim, suit or proceeding in respect of which the Customer is required to indemnify TCN or any Indemnified Person hereunder without TCN or that Indemnified Person’s prior consent, unless it contains a full and unconditional release in favor of the other party and does not contain any financial obligation or other liability of any kind on TCN or that Indemnified Person’s part, and does not require any admission of fault or liability by TCN or any Indemnified Person. Notwithstanding the foregoing, if TCN or any Indemnified Person exercises its option to require the Customer to defend any claim, suit or proceeding subject to indemnification hereunder and the Customer fails to notify TCN or any Indemnified Person within forty-five [45] days after receiving notice of such claim, suit or proceeding that it intends to assume the defense of such claim, suit or proceeding or thereafter fails to diligently pursue such defense, TCN or any Indemnified Person will have the right to defend such claim, suit or proceeding at the Customer’s cost and expense, and the Customer will provide reasonable assistance and cooperation at its own cost and will not be relieved of its obligation to pay pursuant to its indemnity.
12. Representations and Warranties.
a. By TCN. TCN represents and warrants that (i) it is an entity duly organized, validly existing and in good standing under the laws of jurisdiction of its formation; (ii) it has the power, authority and legal right to enter into this Agreement and to perform the obligations hereunder, and that it has taken all necessary action to authorize execution of this Agreement; and (iii) the execution and delivery of this Agreement will not result in the breach of any other contract or legal obligation of TCN.
b. By Customer. Customer represents and warrants that (i) it is an entity duly organized, validly existing and in good standing under the laws of jurisdiction of its formation; (ii) it has the power, authority and legal right to enter into this Agreement and it has obtained all necessary consents and has the full legal right to enter into this Agreement and to provide all Customer Data, materials and information it provides to TCN in connection with the SaaS Services; (iii) TCN’s use of such Customer Data will not violate, misappropriate, or infringe upon any patent, trademark, copyright or any trade secret or any other proprietary right of any third party or person; and (iv) Customer’s use of the SaaS Services shall comply with all applicable laws, orders, guidelines, regulations, privacy laws, privacy policies and other laws regarding the transfer and/or transmission of data, including without limitation, Title V of the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act of 1996 (42 USC §1320d), the Fair Credit Reporting Act (15 USC §1681 et seq.), the national Do-Not-Call Registry requirements, the FTC’s TSR, the TCPA, the FCC’s TCPA rules, FISA, state notification and consumer protection laws, and all current and future regulations promulgated thereunder. Such compliance shall include calls within various time-zones and locales and restrictions on calling times, consents, and other call restrictions. In the event of a claim or lawsuit alleging that Customer Data infringes, violates, or misappropriates third-party intellectual property or other rights, TCN may suspend the SaaS Services without liability until the claim or lawsuit is resolved to TCN’ reasonable satisfaction.
c. THE PARTIES AGREE THAT:
(I) FOR PURPOSES OF THE TCPA AND THE FCC’S TCPA RULES, CUSTOMER IS THE PARTY THAT “MAKES” AND “INITIATES” ALL CALLS AND THAT ANY TCN INVOLVEMENT IN THE PHYSICAL OR ELECTRONIC PLACEMENT OF ANY CALL IS AT CUSTOMER’S DIRECTION, UNDER THE CUSTOMER’S SUPERVISION, AND FOR THE CUSTOMER’S BENEFIT;
(II) ALL CALL CAMPAIGNS, SCRIPTS, AND VOICE MESSAGES EXECUTED OR DEPOSITED VIA THE SAAS SERVICES SHALL FIRST BE APPROVED BY CUSTOMER; AND
(III) CUSTOMER SHALL HAVE SOLE RESPONSIBILITY TO OBTAIN ANY AND ALL NECESSARY CONSENT FROM CALLED PARTIES AS REQUIRED UNDER APPLICABLE LAW (INCLUDING BUT NOT LIMITED TO THE TCPA AND THE FCC’S TCPA RULES), SHALL MAINTAIN RECORDS OF ANY CONSENT REVOCATIONS, AND SHALL MAKE SUCH RECORDS AVAILABLE TO TCN.
13. Warranty for Phone Numbers. In addition, Customer represents and warrants that it shall have in its possession current and unrevoked written consents agreed to by the individuals that own any phone number that is uploaded by Customer for use with the SaaS Services for any and all numbers that it are uploaded to TCN’s system for use in a call campaign and that are wireless numbers.
14. Disclaimer of Warranties. The Customer acknowledges that complex software is never wholly free from defects, errors, bugs, or security vulnerabilities and therefore Customer acknowledges that the SaaS Services is not wholly free from defects, errors, bugs, or security vulnerabilities. As such, THE SAAS SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, AND TCN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY SOFTWARE OR THE SAAS SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER REPRESENTATIONS, TITLE OR NONINFRINGEMENT, SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED BY TCN. TCN MAKES NO OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES REGARDING ANY SAAS SERVICES, TCN SOFTWARE OR PRODUCTS PROVIDED BY TCN TO CUSTOMER WHETHER EXPRESS OR IMPLIED IN LAW OR IN FACT. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, TCN DOES NOT WARRANT THAT THE SAAS SERVICES OR TCN SOFTWARE WILL BE SECURE, OPERATE UNINTERRUPTED OR ERROR FREE, OR COMPATIBLE WITH CUSTOMER’S EXISTING HARDWARE, SOFTWARE, AND BUSINESS PRACTICES, ANY OF WHICH MAY NEED TO BE MODIFIED OR UPGRADED IN ORDER TO BE COMPATIBLE WITH THE SAAS SERVICES. NO ADVICE OR INFORMATION GIVEN BY TCN, ITS AFFILIATES, SUPPLIERS OR LICENSORS SHALL CREATE ANY WARRANTY. The disclaimer contained in this Section will not apply to the extent prohibited by law.
15. Force Majeure. No delay or failure by the parties hereto in the performance of any obligation of this Agreement shall be deemed a breach of this agreement nor create a liability, if the same shall arise by reason of any cause beyond the reasonable control of the affected party, including, but not limited to, labor disputes, strikes, riots, terrorism, accident, utility failures, government regulations, fire, or acts of God, provided that the party so affected shall use its diligent, commercially reasonable efforts to avoid or remove such cause of nonperformance and shall continue performance hereunder as soon as practicable. In the event such cause occurs and exceeds thirty [30] calendar days, the party whose performance is not affected by such cause may terminate this Agreement upon written notice and without further liability, other than the payment of any monies due a party hereunder.
16. Injunctive Relief & Venue. Both parties acknowledge and agree that TCN owns all rights, title and interest in the Confidential Information of TCN and that the SaaS Services and the tools, applications, information and materials provided in connection with the SaaS Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use. Both parties further acknowledge and agree that the unauthorized disclosure of TCN’s Confidential Information or unauthorized use of the SaaS Services will cause immediate and irreparable harm that will not be compensable by damages alone if Customer repudiates or breaches any of the provisions hereof, or threatens or attempts to do so. As a result of the unique nature of the TCN Confidential Information and the SaaS Services, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, Customer acknowledges that TCN shall be entitled to obtain a temporary, preliminary and permanent injunction in a court of competent jurisdiction to prevent or restrain any actual or threatened breach of Sections 1(a) (Restrictions) or 8 (Confidentiality) of this Agreement by Customer or any person or entity acting in concert therewith or to whom Customer has disclosed Confidential Information of TCN or used the SaaS Services improperly without the necessity of proving damages or furnishing a bond or other security. In connection with any application for injunctive relief, Customer hereby waives the claim or defense that an adequate remedy exists at law. Customer also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of, and the exclusive laying of venue in (and in that regard Customer agrees not to plead or claim in any court that any such action, suit or proceeding brought in any such court has been brought in any inconvenient forum) the Fifth District Court located in Washington County, Utah for any action, suit or proceeding relating to this Agreement.
17. Attorneys’ Fees and Costs. Customer shall be liable to TCN for any legal fees and the costs incurred to enforce the terms of this Agreement including but not limited to those fees and costs incurred for the collection of delinquent accounts.
18. General Provisions Under this Agreement. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized representatives. Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof. A party may waive any right under this Agreement only by written waiver duly signed by such party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right. Any waiver of a term of this Agreement shall not constitute a future waiver of any other term of this Agreement. This Agreement shall be governed by the laws of the United States state of Utah. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may not be assigned by either party without the prior written consent of the other. If any portion of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in effect and the parties shall promptly negotiate to replace invalid or unenforceable portions that are essential parts of this Agreement. All notices under this Agreement shall be in writing and either mailed or sent by facsimile to each party at the address set forth on the cover page of this Agreement or other such address that a party indicates in writing. There are no thirdparty beneficiaries under this Agreement. The respective obligations of the parties to this Agreement, which by their nature would continue beyond the termination or expiration of this Agreement, including but not limited to the obligations regarding payment of fees and charges, confidentiality, publicity, proprietary information, and limitations on liability, shall survive termination or expiration of this Agreement. This is a non-exclusive arrangement.
19. Entire Agreement. This Agreement any Attachments and addendums hereto constitute the entire Agreement between the parties with respect to the SaaS Services described in this Agreement. This Agreement supersedes all prior agreements, proposals, representations, statements or understandings, other business dealings or negotiations, offers and counter-offers, whether written or oral, or the rights and obligations relating to the SaaS Services described in this Agreement. This Agreement shall not be contradicted, or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions or other documents not expressly set forth in this Agreement.