API AND MANAGED SERVICES TERMS AND CONDITIONS
This version of the API and Managed Services Terms and Conditions applies
immediately to all Order Forms entered on or after February 1, 2023
These API and Managed Services Terms and Conditions (the “Terms and Conditions”)
govern the provision and use of the certain services provided by DISQO, Inc. (“DISQO”)
and described below (collectively the “Service(s)”). Other terms associated with the
use and provision of the Service, such as pricing and the entity purchasing and
licensing the Services, (i) are set forth in an order form or statement of work that
references these Terms and Conditions and is executed by Client and DISQO or (ii) as
agreed to by Client via email or other writing between the parties and in all cases
such shall constitute a binding order which is subject to these Terms and Conditions
(collectively, “Order Form”, “Statement of Work” or “SOW”). These Terms and
Conditions together with the Order Form are referred to as the “Agreement.” The
parties hereto sometimes are collectively referred to herein as the “Parties” and
individually as a “Party”.
1. Services.
(a) Subject to the terms and conditions of the Agreement, DISQO agrees to provide, and Client agrees to purchase, the Services as set forth in an Order Form. The Services may include the Managed Services and/or the API Services. As further described in subsection (d) below, the Managed Services generally comprise of DISQO, based on the agreed upon Client criteria, providing certain selected Participants (“Participants” defined below) to participate in Surveys provided by Client on the Client Platform via a URL link, or directly on the DISQO Platform. As further described in subsection (c) below, API Services generally comprise of DISQO, based on the agreed upon Client criteria, providing certain selected Participants to participate in Surveys provided by Client on the Client Platform via an API connection. 6/20/23, 5:17 PM API AND MANAGED SERVICES TERMS AND CONDITIONS » DISQO https://www.disqo.com/legal/api-managed-services-terms/ 2/15 Regardless of the method of confirmation and ordering of Services, these Terms and Conditions shall apply to extent Client is receiving any of these Services. Notwithstanding anything stated to the contrary, DISQO reserves the right to accept or reject each Order Form in its sole discretion.
(b) DISQO Platform and Client Platform. For the purpose of the Agreement, the “DISQO Platform” shall mean DISQO’s proprietary consumer insights platform for market research, surveys and analytics and “Client Platform” shall mean Client’s platform or a third party platform offered by Client or its customer that contain certain surveys in which DISQO panelists or end users participate.
(c) API Services . To the extent the Services include API Services, the following terms and conditions shall apply:
Client understands and agrees that DISQO shall make the Services available through an application programming interface (API) that connects with the DISQO Platform and transmits certain data and information between the DISQO Platform and Client Platform. Each Party shall have the right to access and use such API to connect and transmit information between the two platforms. All of the foregoing uses will be in accordance with the Order Form, email approvals for particular studies, and all other instructions of DISQO. Each Party shall be fully responsible to maintain the security of its connection to the API. To the extent the Parties are utilizing DISQO’s API, the following shall apply: (i) as determined in its sole and exclusive discretion, DISQO may with or without notice to Client make any modifications, changes or suspend or terminate access to its API, Client’s connection or the functionality of such API at any time; provided, however, that DISQO shall use commercially reasonable efforts to provide such advance notice to Client; (ii) Client shall make any and all necessary modifications to its connection to or functionality of the DISQO’s API and comply with all security requirements and protocols as requested by DISQO, including, if applicable, maintaining the confidentiality of the access keys to the DISQO’s API; (iii) DISQO shall not be liable for Client’s inability to access or use DISQO’s API; and (iv) Client’s access to DISQO’s API shall be solely through the Client Platform.
(d) Managed Services . To the extent the Services include Managed Services, the following terms and conditions shall apply:
The Surveys (as defined below) will be made available through (i) the Client Platform or (ii) the DISQO Platform. To the extent that such Surveys are to be made available through the Client Platform, Client shall provide to DISQO a URL link to such Client Platform for DISQO to provide to its Participants to participate in such Surveys. Such URL link shall convey the Participants directly to such page URL within the same browser window and without any framing, redirection (with the exception of redirection through a tracking system), or interstitial advertising (including pop-up or pop-under ads). Such URL links also shall have redirect functionality in order for DISQO to receive all relevant data to properly charge Client the fees described in Section 4 below and in the Order Form. To the extent that such Surveys are to be provided through the DISQO Platform, (1) Client shall provide the Surveys to DISQO for DISQO to provide to the Participants on the DISQO Platform in a manner and method mutually agreed by the Parties, and (2) the results of the Participants’ responses to such Surveys shall be made available to Client in a manner and method mutually agreed by the Parties.
2. DISQO’s Obligations.
3. Client’s Obligations.
(a) Client shall not: (i) use the Services for any purpose, or in any way prohibited by Applicable Laws; and (ii) use the Services in any manner that may disable, impair, damage or interfere with the Services, DISQO Platform, DISQO’s API, software applications, intellectual property rights, or any other clients or users of the Services. Client’s Surveys and other content utilized in connection with the Services (including any content in any URL links provided) and all of Client’s advertising, marketing and promotional activities and materials in connection with the Services shall comply with all Applicable Laws, and shall not be deceptive, misleading, obscene, defamatory, unethical or in violation of any third party’s rights.
(b) Client shall not introduce into the Services, DISQO Platform, DISQO’s API and/or any of DISQO’s software, systems or network and/or Participants’ devices any viruses, Trojan horses, trap doors, worms, cancelbots or other computer programming routines or software intended to damage, interfere with, or harm any system, data or personal information. Client shall perform its obligations under the Agreement in compliance with all Applicable Laws. Client shall not copy, decompile, disassemble, reverse engineer, modify, adapt, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, resell, deliver, or otherwise transfer, directly or indirectly, any portion of or rights in the Services, the DISQO Platform, DISQO’s APIs, or any of DISQO’s software, computer systems or networks, or otherwise make available any data to third parties, except to the extent expressly set forth in the Agreement.
(c) Except for general business contact information of its personnel, Client shall not provide to DISQO any information that identifies or can reasonably identify a particular individual (“Personal Information”) and it and it shall ensure its clients and vendors will not collect or request any Personal Information from the DISQO’s panelists, end users and Participants without prior written consent from DISQO.
(d) Client and its clients, if applicable, must make its privacy policy readily available to Participants who access or use their websites, platforms or applications, including, but not limited to, Client Platform, as applicable (each a “Client Privacy Policy”) and comply with such Client Privacy Policy. Each such Client Privacy Policy must comply with all Applicable Laws.
(e) Client represents and warrants that it is not a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring access to or control of items under the Agreement, or with which DISQO is prohibited from doing business. Client further represents that the Service shall not be used in any way that would violate U.S. export controls or economic sanctions laws or regulations.
(f) Client shall not: (i) track DISQO’s panelists’ and end users’ and/or Participants’ behavior, (ii) advertise, retarget, market and/or promote any product or service to DISQO’s panelists and end users and/or Participants, (iii) collect any other information regarding DISQO’s panelists and end users and/or Participants, or (iv) without DISQO’s prior written consent, if the Survey is to be offered via Client Platform, utilize any panel routing technology or otherwise reroute or redirect DISQO’s panelists and end users (including, but not limited to, Participants) or any of their data and information away from Client Platform; provided, however, that Client is permitted to use cookies, IP addresses and/or browser configurations solely for the limited purpose of monitoring the Participants’ responses to the Surveys provided pursuant to the Agreement and to detect fraudulent activity related to such Surveys. Any other use or purpose requires explicit, written approval from DISQO.
4. Fees.
Client agrees to pay the applicable fees as stated in the Order Form or as otherwise confirmed by the Parties via email or other method of communication used between the Parties under the Agreement (the “Fees”). Client shall pay all fees in United States Dollars and within thirty (30) days of invoice date. An invoice will be considered correct and undisputed unless written objection is provided within ten (10) business days of its receipt.
DISQO reserves the right to charge additional fees to the Client to the extent (1) the actual recorded Length of Interview and/or Incidence Rate for a project differs from those originally estimated in the project specifications provided by Client to DISQO; and/or (2) the fees estimated by Client are different from those in DISQO’s rate card between the Parties, if applicable. Client agrees to pay any such additional fees. Length of Interview (“LOI”) shall mean the time it takes for a Participant to complete a Survey, which shall commence when with the Participant’s initial click into the Survey and end when the Participant submits the Survey. Incidence Rate (“IR”) shall mean the number of DISQO’s panelists or end users of the Survey Junkie community from a particular DISQO sample pool that qualify to take the particular Survey.
The fees and expenses payable hereunder are exclusive of any sales, use, excise, value added, import, or other applicable deductions, withholdings, taxes, tariffs or duties (“Taxes”). Client is solely responsible for payment of all Taxes except for any taxes based solely on DISQO’s net income. If Client is required to pay any Taxes, Client shall pay such Taxes with no reduction or offset in the fees payable to DISQO. If DISQO has the legal obligation to pay or collect Taxes for which Client is responsible, Client agrees to pay such Taxes and DISQO will invoice the appropriate amount to be paid by Client.
Client shall be responsible for interest on all amounts overdue by more than thirty (30) days at a rate of the lesser of one and one- half (1.5) percent per month or the maximum rate allowable by Applicable Laws. Client also agrees to pay any reasonable attorneys’ fees and/or reasonable collection costs incurred by DISQO in collecting any past due amounts from Client. If Client fails to pay fees invoiced by DISQO in a timely manner, in addition to any other rights or remedies available to DISQO, DISQO may suspend the Services until Client pays all such overdue amounts, and/or upon three (3) business days’ notice, discontinue the provision of Services.
5. Proprietary Rights and Restrictions.
DISQO is the exclusive owner of all rights, title and interest (including all intellectual property rights, instructions, improvements, modifications and all other proprietary information) in and to all software, databases, cookie and analytical data and other aspects and technologies related to the Services, DISQO Platform, DISQO’s API and DISQO’s software, products and platforms, as well as any enhancements thereto and any materials provided to Client by DISQO (collectively, “DISQO Materials”). DISQO may use, without limitation, any suggestions, comments or other feedback about the Services provided by Client. Client shall be the exclusive owner of all right, title and interest in and to the Client Platform and including any enhancements or improvements as well as the Surveys or other content provided by Client to DISQO under this Agreement (collectively, “Client Materials”). Client may not use the Services except pursuant to the limited rights expressly granted in the Agreement.
6. Data.
For purpose of the Agreement, “Participant(s)” means DISQO’s panelists and end users of the Survey Junkie community who participate in the Surveys. “Survey(s)” shall mean a specific survey or surveys that the Parties have selected for a DISQO panelist or end user of the Survey Junkie community to participate in pursuant to the applicable Order Form made available or provided by Client via Client Platform or DISQO Platform. Except as set forth herein, the Parties agree that, as between Client and DISQO, Client does and will own all right, title, and interest in and to the Participant’s specific responses to the Survey(s) (the “Data”) which occur on Client Platform (“Client Platform Data”) and DISQO does and will own all right, title, and interest in and to the Data on DISQO Platform (“DISQO Platform Data”). Client Platform Data shall only include non-personally identifiable information and Client acknowledges and agrees that it will not collect Personal Information from Participants without prior written consent from DISQO. Such Client Platform Data excludes any profile data of such Participants. DISQO hereby grants Client a limited, non-sublicensable, revocable, perpetual, nonexclusive and nontransferable license to use he DISQO Platform Data (excluding any Personal Information) which DISQO provides to Client as part of the Services. Such license and use are limited to and solely for Client’s internal business operations.
7. Term.
This Agreement will enter into force on the earlier of the date the Order Form is executed by the Parties, as otherwise specified on the Order Form, or when the Services commence, and will terminate upon expiration or termination of the Order Form or as otherwise set forth on the Order Form, unless earlier terminated as provided for herein (the “Term”).
8. Termination.
(a) Either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party commits a material breach of the Agreement and does not cure such breach within thirty (30) days (10 days in the event of non-payment) after receipt of written notice, or if such breach is irremediable; provided that DISQO may terminate the Agreement without notice and opportunity to cure, if in DISQO’s opinion such termination is required to prevent any violation of law or is required by any court, governmental or regulatory authority.
(b) The termination of the Agreement shall not release Client from its obligations and liability to DISQO with respect to any fees incurred up to and including the date of termination (whether or not such fees have been invoiced) and DISQO is not required to refund any fees paid in advance. Any such amounts shall become immediately due and
payable upon termination.
(c) On termination of the Agreement for any reason, except with respect to DISQO Platform Data (if applicable), all licenses, including, but not limited to, the right to access and use the API and DISQO Platform, as applicable, granted under the Agreement shall immediately terminate. Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to payment of fees incurred and to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
(d) Those provisions set forth in the Agreement that by their nature are intended to survive termination or expiration of the Agreement shall so survive.
9. Confidentiality.
(a) The term “Confidential Information” means all information or material which is (a) marked “Confidential,” or “Proprietary” or other similar marking, (b) known by the Parties to be considered confidential, or (c) from all the relevant circumstances should reasonably be known to be confidential. By way of example and not limitation, Confidential Information may include information concerning a Party’s or licensors’ technology, systems, source code, databases, software, programs, models; financial or business plans or operations, research activities, marketing or sales plans, pitches, pricing, and security procedures. The terms of the Agreement and related discussions, negotiations and proposals shall be Confidential Information. DISQO Materials shall be considered Confidential Information of DISQO. Confidential Information shall not include information that: (i) is already known by the receiving Party at the time it is obtained by said Party, free from any obligation to keep such information confidential; (ii) is or becomes publicly known through no wrongful act of the receiving Party; (iii) is rightfully received by the receiving Party from a third party without restriction and without breach of the Agreement; or (iv) is independently developed by a Party without using or referring to any Confidential Information of the other Party.
(b) During the Term and for a period of three years thereafter, except in order to provide the Services or as otherwise permitted herein, each Party agrees (a) to use and disclose Confidential Information solely for the purpose of performing its obligations under the Agreement and (b) to protect the Confidential Information with at least the same degree of care it normally exercises to protect its own confidential or proprietary information of a similar nature, but in no event less than a reasonable standard of care. Notwithstanding anything stated to the contrary herein, each Party’s obligations of confidentiality with respect to the other Party’s Confidential Information that constitutes trade secrets under Applicable Laws shall survive termination or expiration of the Agreement and continue until the date such Confidential Information ceases to be a trade secret.
(c) As may be necessary to provide the Services, a Party may disclose Confidential Information to its employees, consultants, affiliates and subcontractors, provided that such Party shall be liable for any disclosure by the foregoing individuals and entities that is not consistent with the terms of the Agreement.
(d) A Party required or ordered to disclose the other Party’s Confidential Information pursuant to Applicable Laws shall, to the extent permitted by law, notify the other Party within a reasonable time after receipt of such an order to allow the disclosing Party a reasonable opportunity to obtain a protective order or other restriction; any Confidential Information required to be disclosed pursuant to this section shall otherwise remain confidential and subject to the protections and obligations of the Agreement.
(e) Upon the written request of the disclosing Party or upon the termination of the Agreement, the receiving Party shall promptly return to the disclosing Party or destroy (and certify such destruction upon request) the disclosing Party’s Confidential Information, including any copies, extracts, descriptions and summaries thereof. Notwithstanding the foregoing, neither Party shall be obligated to purge data archive pursuant to its normal document retention practices or required to be retained by Applicable Laws; provided, however, that the obligations of confidentiality herein continue to be strictly observed with respect to such retained data.
10. Responsibility for Third Party Claims.
(a) DISQO will: (1) defend any third party claim or action brought against Client to the extent based on the allegation that the DISQO Platform or DISQO’s API, as applicable, without alteration or combination and properly used by Client in accordance with the terms of the Agreement infringes upon the U.S. copyright, trademark, or trade secret of any third party; and (2) pay any settlements that DISQO agrees to in writing signed by an authorized officer of DISQO or final judgements awarded to the third party claimant by a court of competent jurisdiction with respect to such third party claim or action.
(b) Client agrees: (1) to defend any third party claim or action brought against DISQO to the extent based on: (i) any actual or alleged infringement or violation of intellectual property rights of any person or entity with respect to Client Materials, Client Platform, and/or Client’s API; (ii) Client’s breach of its obligations under Section 3 of these Terms and Conditions; and/or (iii) the Surveys (including, but not limited to, Client’s or Client’s customer’s interactions or communications with the Participants); and (2) to pay any settlements that Client agrees in writing signed by an authorized officer of Client or final judgements awarded to the third party claimant by a court of competent jurisdiction
with respect to such third party claim or action.
(c) Each indemnifying party’s obligations under this Section 10 are conditioned on the indemnified party (a) providing the indemnifying party with prompt written notice of any third party claim or action, provided that failure to do so shall only relieve the indemnifying party to the extent that it is actually and materially prejudiced by any delay, (b) granting the indemnifying party the sole control of the defense or settlement of the third party claim or action and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the third party claim or action at the indemnifying party’s expense. The indemnified party may participate in the defense of the third party claim or action at its expense.
11. Disclaimer.
THE SERVICES, DISQO PLATFORM, DISQO’S API AND DATA PROVIDED TO CLIENT ARE “AS-IS” AND WITH ALL FAULTS. DISQO MAKES NO, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES OR REPRESENTATIONS OF ANY KIND TO ANY PERSON WITH RESPECT TO THE SERVICES, DISQO PLATFORM, DISQO’S API OR ANY DATA SUPPLIED THEREBY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. CLIENT ACKNOWLEDGES THAT DISQO SECURES INFORMATION FROM ITS PARTICIPANTS AND NEITHER DISQO NOR ANY OF ITS PARTICIPANTS WARRANT THAT THE INFORMATION WILL BE COMPLETE, ACCURATE OR ERROR FREE.
12. Limitation and Exclusion of Liability.
EXCEPT FOR CLIENT’S BREACH OF SECTION 3 OF THESE TERMS AND CONDITIONS AND/OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9 OF THESE TERMS AND CONDITIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. EXCEPT FOR A PARTY’S OBLIGATION TO PAY AND DEFEND A THIRD PARTY CLAIM OR ACTION SET FORTH IN SECTION 10 OF THESE TERMS AND CONDITIONS, CLIENT’S BREACH OF SECTION 3 OF THESE TERMS AND CONDITIONS, AND/OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9 OF THESE TERMS AND CONDITIONS, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO DISQO UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE THE LIABILITY AROSE UNDER SUCH ORDER FORM.
13. Use of Trademarks.
Client hereby grants DISQO the right to use and display Client’s name and logos (“Client Marks”) in connection with the Services and DISQO’s internal and public-facing marketing and/or promotional materials. DISQO acknowledges that Client is the sole and exclusive owner of the Client Marks and the goodwill associated therewith.
14. Independent Contractor and Subcontractors.
Each Party shall be and act as an independent contractor and not as partner, joint venturer or agent of the other. DISQO shall be entitled to use or engage subcontractors for the performance of DISQO’s obligations under the Agreement to the extent such obligations would have been performed by DISQO hereunder (“Subcontractor”); provided, however, that DISQO shall remain at all times fully liable for the performance of each Subcontractor’s obligations hereunder.
15. Modifications and Waivers.
The Agreement represents the entire understanding between DISQO and Client and supersedes all prior agreements, written or oral, relating to the subject matter of the Agreement. No failure or delay on the part of either Party in exercising any right, power or remedy under the Agreement shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy. Unless otherwise specified, any amendment, supplement or modification of or to any provision of the
Agreement, any waiver of any provision of the Agreement and any consent to any departure by the Parties from the terms of the Agreement, shall be effective only if it is made or given in writing and signed by both Parties or, with respect to the Order Form, as confirmed by the Parties via Email; provided, however, that DISQO may update these Terms and Conditions without notice by posting such update on the website where these Terms and Conditions are displayed and such updated Terms and Conditions shall immediately apply to any Order Forms entered into by the Parties at the time of or after such update. Any such waiver by either Party of any obligation of the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of the Agreement.
16. Assignment.
The Agreement may not be transferred or assigned, in whole or in part, by any Party without the prior written authorization of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing sentence, each Party may assign or transfer all or any of its rights or delegate or otherwise transfer all or any of its obligations or performance under the Agreement to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of such Party’s assets or stock; provided, however, that such successor assumes the assigning Party’s rights and obligations in writing.
17. Governing Law.
The Agreement, and any legal claim, suit, action or proceeding arising out of the Agreement, shall be governed by the laws of the State of California without reference to its conflict of laws rules or principles. In event of a dispute arising under the Agreement, each Party will make reasonable, good-faith efforts to resolve such dispute informally. All legal disputes arising from the Agreement shall be resolved in the Federal and/or state courts located in the County of Los Angeles, California, and each party irrevocably submits to the exclusive jurisdiction of the Federal or state courts located in the County of Los Angeles, California, and waives any objection
based on improper venue or forum non conveniens.
18. Enforceability.
Any provision of the Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the minimum extent necessary, without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
19. Force Majeure.
Except for Client’s payment obligations, neither Party shall be in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to civil disturbances, riot, epidemic, pandemic, hostilities, strike or lockout, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non- availability of electrical power or equipment, cyber-attacks, or any other circumstances or causes beyond a Party’s reasonable control.
20. Notices.
All notices permitted or required under the Agreement must be written and sent by any internationally recognized overnight delivery service to the address of Client and DISQO (including a copy to DISQO Legal), as applicable, as set forth in the Order Form. Notice of any change in a Party’s address will be given by the same method.
21. Third Parties.
Unless explicitly granted herein, the Agreement does not confer any rights on any third parties by virtue of the Agreement, and accordingly any provisions of law conferring rights to third parties shall not apply to the Agreement. To the extent Client is acting as an agent of a third party, Client represents and warrants that is has the full authority to bind such third party to the terms herein.
22. Suspension of Services.
DISQO may temporarily suspend or discontinue the Services, with advance notice if practicable, at any time (a) if DISQO has reasonable cause to suspect that the Services are being used improperly or to commit fraud, (b) due to Applicable Laws, or (c) if DISQO reasonably believes such action is necessary to avoid a threat of or actual harm to DISQO, its clients, users, or any third party.
23. Miscellaneous.
Where there is a direct conflict between these Terms and Conditions and an Order Form, the terms contained in the Order Form will apply to the extent they pertain to commercial terms, and all other terms in these Terms and Conditions shall apply. Any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing signed by an authorized officer of DISQO. Any purchase order, website, purchasing portal, or other instrument issued by Client shall be for Client’s administrative purposes only and any terms and conditions contained therein shall be of no force or effect even if signed or otherwise accepted or acknowledged by DISQO.
