YardNexus Services Agreement
Terms and Conditions
Last Updated 10 February 2025
This YardNexus Services Agreement (“Agreement”) is by and between Tops Bidco, Inc., d/b/a YardNexus Technologies (“YardNexus”), a Delaware corporation with primary offices located at 6525 Shiloh Road #900 Alpharetta, GA 30005, and the customer as defined in the corresponding Order Form and/or Statement of Work (“Customer”). YardNexus and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
For good and valuable consideration receipt of which is hereby acknowledged, the Parties agree as follows:
1. Definitions
a) “Affiliate” means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of an entity, through ownership of voting securities, by contract, or otherwise.
b) “Agreement” means collectively this Agreement and related Statement of Work under which YardNexus provides access to the Services, including any applicable exhibits, statements of work, schedules, appendices, addenda, or annexes.
c) “Authorized Purpose” means those purposes set for in the applicable SOW describing the purposes for which the applicable Service is permitted to be used.
d) “Authorized User(s)” means any employee(s), contractor(s), or agent(s) of Customer who Customer permits to access and use the Services pursuant to Customer’s rights granted under this Agreement.
e) “Customer Content” means all data, materials, or content uploaded by Customer or its Authorized Users in connection with the Services, including but not limited to structured or unstructured data such as personal data, financial metrics, or operational data. For the avoidance of doubt, this does not include Usage Information or audit logs, which YardNexus may monitor independently for its internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support.
f) “Documentation” means any of YardNexus’ user manuals, handbooks, and guides relating to the Services provided by Customer.
g) “Feedback” means any suggestion, idea, concept, enhancement request, or recommendation related to the Service.
h) “Hardware” means any devices or products, as applicable and described in the associated SOW or supplemental exhibit or addendum thereto, as may be provided by YardNexus to implement, execute, or facilitate the Services, which may include, but is not limited to, any computing or mobile device, wireless signal boosting/reading device, mounting hardware, and/or heating/cooling device, provided to Customer pursuant to the SOW.
i) “Intellectual Property” or “IP” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, tradenames and domain names, rights in designs, rights in computer software, database rights, trade secrets, and any other intellectual property rights, including all applications for (and rights to apply for and be granted),renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
j) “Location(s)”means the site(s) at which YardNexus has authorized use of the Services in accordance with the applicable SOW.
k) “Personal Data” means any personal information relating to, directly or indirectly, an identified or identifiable natural person of Customer that is collected, accessed, used, disclosed, or otherwise processed by YardNexus.
l) “Personal Data Protection Laws” means all applicable laws, regulations, or other legal requirements relating to privacy, data security, and protection of Personal Data, and the processing of any Personal Data.
m) “Service(s)” means software products and services, as may be modified by YardNexus from time to time by way of updates, customizations, and/or modifications thereto, provided for Customer’s access through connection to a website and/or mobile application and any other services as specified in an SOW provided by YardNexus to Customer hereunder or in this Agreement. In certain instances, Services may additionally include the installation, provisioning, and/or license of certain Hardware as provided in the SOW.
n) “Statement of work” and “SOW” mean a purchasing document that references this Agreement and is signed by both Parties.
o) “Subscription Term” means the period of time of the Initial Term and Renewal Term(s) (if any).
p) “Support” means any technical assistance provided to Customer in the onboarding processor after implementation of the Services with respect to the usage or operation of the Services.
q) “Training” means any assistance provided by YardNexus regarding use of the Services.
r) “Usage Information” means usage and performance data collected by YardNexus in the course of Customer’s use of the Services.
2. Use of Services
a) Provision of Services. Subject to and conditioned on the restrictions set forth in this Agreement, including Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, YardNexus will provide the Service to Customer. If YardNexus grants Customer the right to download or otherwise install software as part of the Service, YardNexus also grants Customer a limited, non-exclusive, non-transferable, and revocable license to install the software solely for the Authorized Purpose.
b) Customer Obligations. Customer agrees to:
i. use the Services solely for the Authorized Purpose;
ii. ensure that only Authorized Users use the Services and that Authorized Users comply with the terms of this Agreement;
iii. not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or algorithms of the Services;
iv. not copy, modify or create derivative works based on the Services or conduct benchmark, load, storage, or other similar testing;
v. not observe the functionality of the Services to develop a product or service that is substantially similar to the Services;
vi. not permit, as applicable, sharing of seats by more than one Authorized User;
vii. not probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measure associated with the Services;
viii. not remove any proprietary notices from the Services or the Documentation;
ix. not use the Services fraudulently or unethically, or in violation of the Documentation, any applicable laws, or third-party rights including, but not limited to, in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property right or other right of any person, or that violates any applicable law;
x. refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate;
xi. not to use the Services to build, train, or configure any artificial intelligence model; and
xii. promptly notify YardNexus if it identifies any unauthorized access or use of the Services that violates the terms of this Agreement.
c) Location. Customer will use the Services only at the Location(s).
d) Hardware. The Hardware has been or will be provided and installed, as necessary, at the Location(s).
e) Training and Support. Training and support services are to be provided during YardNexus’ normal business hours, 8AM to 5PM EST Monday through Friday, excluding all then-current US Federal holidays or observed day(s) (e.g., should any holiday fall on a weekend). Training and support services requested/provided outside of normal business hours may incur additional expense. Customer shall reimburse YardNexus for all reasonable travel, shipping, and other related expenses incurred by YardNexus in its performance under this Agreement, provided that any such expenses are pre-approved by Customer.
f) Reservation of Rights. YardNexus reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third-party any Intellectual Property rights or other right, title, or interest in or to the Services.
g) Delivery. YardNexus will provision the Services by providing login credentials that allow access by Customer, and delivery of such access will constitute complete delivery of the Services by YardNexus and acceptance by Customer.
h) Usage Information. Customer agrees that YardNexus may create and derive anonymized and/or aggregated data regarding Customer’s use of the Services under this Agreement to provide support, to improve YardNexus’ products and services, and for the provision, use, and performance of the Services.
3. Customer Responsibilities
a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by YardNexus, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of all users for which Customer provides access, and any act or omission by same that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.
b) Hardware. YardNexus may provide certain Hardware with the Services, as may be required for the provisioning, execution, or facilitation of the Services. Fees for use of the Hardware by Customer will beset forth in the relevant portion of the applicable SOW. For the avoidance of doubt, title to the Hardware at all times remains vested in YardNexus, absent a separate written agreement between YardNexus and Customer transferring title to the Hardware from YardNexus to Customer. If any Hardware is lost, damaged, or stolen during the Subscription Term, YardNexus will replace any such Hardware, which will be charged back to Customer, plus a 5% procurement and administration service fee, in addition to any reasonable installation, support, or shipping and handling charges.
c) Third-Party Products, Software, or Services. Any other products, software, or services included in the provisioning of the Services that are not proprietary to YardNexus are used by way of permission and/or license by YardNexus and shall at all times remain the sole and exclusive property of the owner.
4. Training, Integration & Support. YardNexus shall provide Customer with the requisite training and support as necessary for Authorized Users to effectively use the Services. a) Training. Training may be conducted on-site with Customer and/or remotely via videoconferencing software.
b) Integration Service. Unless otherwise stated in the applicable SOW or any associated exhibit or supplemental addendum, no integration with any other of Customer’s software or hardware is included.
c) Support. YardNexus will provide Support to Customer with respect to the Services.
5. Fees and Payment
a) Fees. Customer shall pay YardNexus the fees (“Fees”) as set forth in the applicable SOW without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the SOW. All fees are non-cancellable and non-refundable.
b) Late Payment. If any undisputed invoiced amount is not received by YardNexus by such due date, then without limiting its rights or remedies, YardNexus will notify Customer and may:
i. charge interest at the rate of three percent (3%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower;
ii. immediately suspend or terminate its performance; and/or
iii. charge Customer for all reasonable expenses (including attorneys’ fees and costs) incurred by YardNexus in collecting such amounts.
c) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on YardNexus’ income.
d) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Subscription Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder.
6. Intellectual Property
a) Ownership of Services and Documentation. YardNexus or its third-party licensors own and will retain all intellectual property rights in and to the Services and Documentation, including any modifications or derivatives.
b) Ownership of Feedback. Customer acknowledges that any intellectual property rights related to the Services or Documentation that arise from Customer’s, its Affiliates’ (where applicable), or Authorized Users’ Feedback will vest in YardNexus. Customer grants YardNexus a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its products or services in any manner YardNexus deems appropriate. If the Feedback includes Customer’s Confidential Information, YardNexus does not own that information and will handle it in accordance with Section 8 (Confidentiality) in this Agreement.
c) Independent Development and Use of Customer Content. Customer grants YardNexus the right to:
i. use Customer Content as necessary to provide the Services and fulfill YardNexus’ obligations under this Agreement;
ii. anonymize and aggregate Customer Content (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorized Purpose or benefit Customer and its industry; and
iii. transmit Customer Content to third-party applications and services configured to integrate with the Services provided under this Agreement.
7. Term and Termination
a) Term. This Agreement will become effective upon the date YardNexus first begins to provide the Service to Customer pursuant to an SOW and, unless terminated earlier pursuant to any express provisions of this Agreement, will continue in effect until End Date indicated in the initial SOW (“Initial Term”).
b) Renewal. Each SOW will automatically renew for additional successive terms of one year unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 90 (ninety) days prior to the expiration of the then-current term (each a “Renewal Term”).
c) Termination at Will. Either party may terminate this Agreement upon 90 (ninety) days written notice for any reason.
d) Termination for Default. In addition to any other express termination right set forth in this Agreement:
i. YardNexus may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than 30 days after YardNexus’ delivery of written notice thereof; or
ii. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach (1) is incapable of cure; or (2) being capable of cure, remains uncured 30 (thirty) day safter the non-breaching Party provides the breaching Party with written notice of such breach; or
iii. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party:
(1) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
(2) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
(3) makes or seeks to make a general assignment for the benefit of its creditors; or
(4) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
e) Actions upon Termination. Within 30 (thirty) days after termination of this Agreement, if requested by Customer prior to termination, YardNexus will return to the Customer (or otherwise make available functionality for the Customer to download) a copy of the Customer Content in a commonly used, machine-readable format. Customer Content will not otherwise be available to Customer after termination of this Agreement.
8. Confidentiality
a) Confidential Information. Each Party (“Discloser”) may disclose to the other (“Recipient”) in writing, orally, visually or in electronic or other format, certain confidential and proprietary business, technical or financial information in connection with the Services provided under this Agreement, including, but not limited to, specifications, pricing, methods and processes and information marked “proprietary” or “confidential” or which by its nature reasonably should be understood to be confidential (“Confidential Information”).
b) Use of Confidential Information. The Recipient agrees not to:
i. use the Confidential Information for any purpose except as expressly provided in this Agreement;
ii. disclose the Confidential Information to any person other than those with a need to know for purposes of performing the obligations under this Agreement; or
iii. provide access to the Confidential Information to any third party unless authorized in this Agreement or with the Discloser’s written permission.
Notwithstanding the foregoing, each Party shall have the right to disclose the other Party’s Confidential Information if required by law, provided it promptly notifies the Discloser (if permitted) and cooperates to minimize the disclosure. Each Party shall also have the right to disclose the other Party’s Confidential Information to such of its directors, officers, employees, consultants, accountants, financial advisors, outside counsel, collaborators and other representatives with a bonafide need to know the Confidential Information (each a “Representative”) for the purposes of this Agreement, provided that prior to any such disclosure to a Representative, the Recipient has a written confidentiality agreement requiring the Representative to protect the Confidential Information under terms and conditions no less restrictive than those contained herein. In addition, each Party shall be responsible for any breach of this Agreement by its Representatives. Upon termination of this Agreement, the Recipient will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.
c) Exceptions. Confidential Information shall not include information that:
i. is or becomes generally publicly available through no fault of the Recipient;
ii. was rightfully in the Recipient’s possession without restriction prior to disclosure by the Discloser;
iii. is rightfully received without restriction from a third party that did not violate any obligation of confidentiality; or
iv. was independently developed by the Recipient without reference to the Confidential Information.
d) Standard of Care. Each Party shall protect the other Party’s Confidential Information with the same degree of care it uses with its own information of like kind, but in no event less than reasonable care.
e) Injunctive Relief. Each Party agrees that any actual or threatened disclosure or misappropriation of Confidential Information would constitute immediate, irreparable harm to the other Party for which monetary damages may be an inadequate remedy. Therefore, in addition to any other rights and remedies that may be available to the parties at law or inequity, each Party may seek injunctive relief for any such actual or threatened disclosure without the posting of a bond.
9. Personal Data Protection
a) Compliance. Each Party shall comply with all Personal Data Protection Laws through the course of using and providing the Services, as applicable, and the exercise and performance of its respective rights and obligations under this Agreement. If required by Personal Data Protection Laws, the Parties shall enter into a subsequent or accompanying agreement that states the rights and obligations of each Party concerning the protection and processing of Personal Data prior to the processing thereof.
10. Warranties
a) Mutual. Each Party represents and warrants that (i) it has the right to enter into this Agreement, (ii) the signatory executing this Agreement is authorized to do so on behalf of such Party, and (iii) such Party is not subject to any agreement with any third party that will or may be violated by such Party’s performance of this Agreement.
b) YardNexus. YardNexus warrants that the Services provided under this Agreement will be performed in a professional and workmanlike manner and in accordance with industry standards and will conform to applicable conditions as prescribed in this Agreement.
EXCEPT AS PROVIDED HEREIN, ALL SERVICES AND DOCUMENTATION ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YARDNEXUS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES AND DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, TITLE OR NONINFRINGEMENT. YARDNEXUS MAKES NO WARRANTY THAT THE INFORMATION, SERVICES OR DOCUMENTATION WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES ABOVE, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
c) Limitation of Warranties. YardNexus’ warranties shall not apply if any loss or damage arises from:
i. using or causing the Services to be used in a way that is outside the scope of this Agreement and accompanying Documentation;
ii. unauthorized modifications or alterations to the Services, whether directly or materially caused by Customer; or
iii. negligence, misuse, or omission by Customer that results in or amounts to a breach of its obligations under this Agreement.
d) Customer. Customer represents and warrants on behalf of itself, its Affiliates and its Authorized Users that it will not interfere with or impede the ability of others to use the Services. Customer shall be liable for any and all use of and access to the Services by its Authorized Users, including its Affiliates.
11. Indemnification
a) Customer. Customer shall defend and indemnify YardNexus and its Affiliates, subsidiaries, employees, officers, directors and owners for any third-party claims alleging any negligence or misconduct by Customer.
b) YardNexus. YardNexus will defend and indemnify Customer and its Affiliates, subsidiaries, employees, officers, directors and owners for any third-party claims against Customer alleging the Services as delivered to, and as unaltered by, Customer infringe the intellectual-property rights of a third party.
c) Exclusions and Limitations.
i. YardNexus will have no obligation to Customer with regard to any claim of IP infringement to the extent that the IP infringement claim or allegation is based on (1) a modification made by an entity other than YardNexus or its designee; or (2) the inclusion by Customer of any third-party data or IP in any YardNexus IP if the claim would not have arisen but for such modification, violation, or inclusion of the third-party data or IP.
ii. If any Service, or portion thereof is subject to a lawsuit or other legal proceeding claiming that the Service or such portion infringes a third party’s IP right, or in YardNexus’ opinion is likely to become the subject of such a claim, YardNexus shall, at its option, have the right to (1) procure for Customer the right to continue using the Services; (2) modify or substitute the Services so that it becomes non-infringing; or (3) if neither (1) nor (2) is commercially reasonable to provide, Customer may terminate the relevant SOW in whole or in part, and YardNexus will promptly refund to Customer all fees paid for the affected Services, pro-rated to the date of termination.
d) SECTIONS 11(b)-(c) STATE THE ENTIRE LIABILITY OF YARDNEXUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT BY OR IN CONNECTION WITH ANY SERVICE.
12. Limitation of Liability
a) General. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION INVALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER YARDNEXUS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
b) YardNexus. YardNexus is not liable for delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet.
c) Aggregate Limit. Each Party’s total aggregate liability arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, will not exceed the total amounts paid and amounts accrued but not yet paid to YardNexus by Customer under this Agreement in the one-year period preceding the event giving rise to the claim.
FOR THE AVOIDANCE OFDOUBT, THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE OBLIGATIONS (OR ANYBREACH THEREOF): FOR CUSTOMER, UNDER THE SECTION TITLED “USE OF SERVICES,” AND FORTHE PARTIES, UNDER THE SECTIONS TITLED “INDEMNIFICATION” AND “CONFIDENTIALITY.”
13. Miscellaneous
a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, whether written or oral. No pre-printed or other terms that appear on Customer’s purchase order currently or hereinafter provided shall be of any force or effect.
b) Notices. Any notice or other communication made under this Agreement shall be provided in writing and shall be transmitted by personal delivery or nationally recognized overnight courier service, addressed to a Party at the address stated in the applicable SOW (or such other address as is provided by like notice) or electronically by email at the address stated below. All notices shall be deemed given upon the earlier of evidence of receipt or two (2) business days after transmission.
YardNexus:
Blaine Dirker, CTO
bdirker@yardnexus.com
With copy to:
YardNexus Technologies Legal Department
legal@yardnexus.com
Customer:
At the email address listed on the SOW
c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for any obligations to make payments, if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not),terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) health pandemics; or (vi) embargoes or blockades in effect on or after the date of this Agreement.
d) Amendment and Modification; Waiver. No amendment to, waiver of, or modification of this Agreement is effective unless it is inwriting and signed by an authorized representative of each Party.
e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Georgia. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder will be instituted in the federal courts of the United States or the courts of the State of Georgia, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
g) Assignment. Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of YardNexus. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder.
h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
i) Order of Precedence. In the event of a conflict, the language of the documents shall control in the following order: SOW, the Agreement, and exhibits.
j) Execution. This Agreement may be electronically signed, and such signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
k) Survival. Sections 5 (Fees and Payment), 8(Confidentiality), 9 (Personal Data), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous) shall survive termination of this Agreement.
l) Publicity. Customer agrees that YardNexus may identify Customer as a user of the Services on YardNexus’ website or any third-party website where YardNexus or its designated agents may promote the Services, in its business deals, press releases, marketing materials, advertising, newsletters, mailings, tradeshows, or other promotional materials. Customer hereby grants YardNexus and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with the right to sublicense) to use, reproduce, publish, and display Customer's name, trademarks, service marks, designs, logos, and symbols in connection with such purpose and in accordance with Customer’s written guidelines provided to YardNexus. Upon Customer’s successful implementation of the Services, Customer agrees to participate in a YardNexus customer case study, provide customer references, and provide quotes for marketing purposes. All such participation and content will be pre-approved by Customer, which consent shall not be unreasonably withheld.