Last modified: May 13, 2026
These Service Terms (this “Agreement”), effective as of the date on which you click a button or check a box acknowledging your acceptance of this Agreement or you execute with TextQL an Order Form (defined below) that incorporates this Agreement by reference (the “Effective Date”), is by and between TextQL, Inc., a Delaware corporation with offices located at 225 Broadway, Suite 1801, New York, NY 10007 (“TextQL”) and the entity on whose behalf the individual accepting this Agreement accepts this Agreement (“Customer”). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. The parties agree as follows:
To purchase a subscription to use the Service(s) pursuant to this Agreement, Customer must enter into a written order form that incorporates this Agreement by reference or use TextQL’s self-service ordering process (each such order form or the results of each such process, an “Order Form”). The Order Form will specify certain details relating to Customer’s subscription including without limitation, the Service(s) Customer may access and use hereunder, the length of Customer’s subscription, and how and when Customer will pay for the subscription.
Customer may access and use the Service(s) identified in the Order Form on a non-exclusive and non-transferrable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement and any end user technical documentation provided by TextQL for the Service (“Documentation”). To the extent TextQL provides Customer with any downloadable software, agents, SDKs, APIs, or other code in connection with the Service (“TextQL Software”), TextQL grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the TextQL Software during the applicable Subscription Term solely as reasonably necessary for Customer’s use of the Service in accordance with this Agreement. For clarity, except for TextQL Software identified on an Order Form as being “on Prem” or that TextQL in its sole discretion makes available for download, TextQL’s software products are provided on a remote, software-as-a-service basis only.
Customer may permit Customer’s customers, employees, agents, independent contractors, and consultants to use the Service on Customer’s behalf (the “Permitted Users”), provided Customer remains responsible for the acts and omissions of each such Permitted User. If Customer is given passwords to access the Service on TextQL’s systems, Customer shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer’s accounts and passwords.
Each of Customer’s Affiliates (defined below) will be entitled to access and use the Service in accordance with this Agreement; provided that Customer shall remain responsible to TextQL for the actions and omissions of each such Affiliate (and each of such Affiliate’s Permitted Users). The terms of this Agreement will govern as if this Agreement were separately executed by the applicable Affiliate of Customer, and the term “Customer” as used in this Agreement will be deemed as applying to such Affiliate of Customer for the purposes of this Agreement. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, “control” means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
Customer shall not, and shall not allow any third party (including any Permitted User) to:
Unless otherwise agreed in an Order Form, during the Subscription Term, TextQL will use commercially reasonable efforts to provide basic customer support via TextQL’s standard support channels during TextQL’s normal business hours.
2.1.1. Definitions.
2.1.2. Customer represents and warrants to TextQL that Customer’s use of the Service and all Customer Data is and will be at all times compliant with all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, Data Protection Laws. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants to TextQL that (a) Customer has provided all required notices and obtained (and acknowledges it is solely responsible for obtaining) all necessary consents as may be required by Data Protection Laws to grant the Customer Data rights granted to TextQL in Section 2.2 below, and Process such Customer Data as contemplated by this Agreement; and (b) that TextQL’ use of the Customer Data does not infringe or otherwise violate the rights of any third party, including any intellectual property rights, fiduciary duty and/or privacy rights.
2.1.3. Unless otherwise agreed to in writing, Customer is prohibited from downloading, or otherwise receiving, directly or indirectly (including via a third-party provider), from Customer (including from a Permitted User on Customer’s behalf) by or through the Service, or provided by Customer to TextQL to input into the Service, Customer Data that includes any sensitive information, including but not limited to, a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children’s Online Privacy Protection Act (COPPA), or the EU GDPR or UK GDPR or any other data which is considered to be sensitive, including consumer health data or precise geolocation, or which could give rise to notification obligations under data breach notification laws. TextQL do not make any representations as to the adequacy of the Service to process Customer Data or to satisfy any legal or compliance requirements which may apply to Customer Data, other than as described herein.
As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to Customer Data. Customer hereby grants to TextQL a non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display Customer Data in order to: (a) provide the Service to Customer; (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice); and (c) as otherwise permitted by Data Protection Laws. TextQL will not share Customer Data with any third parties, except with (i) TextQL’s Affiliates, (ii) a subcontractor for a business purpose pursuant to a written agreement, provided that TextQL shall be liable to Customer for the acts or omissions of any subcontractor to whom TextQL has disclosed or permitted to access Customer Data as if they were the acts or omissions of TextQL; and (iii) to third parties as necessary to comply with applicable laws or regulations, including Data Protection Laws.
Customer acknowledges and agrees that TextQL may create, collect, analyze, retain, and use data and other information that results or is derived from (a) Customer’s use of the Service (“Usage Data”), and (b) Customer Data that is used solely in a deidentified manner such that the information is no longer Personal Data under Data Protection Laws (“Derivative Data”), for the purposes of developing, maintaining, operating, improving, or providing the Service and for TextQL’s other business purposes. For clarity, Usage Data and Derivative Data, and all intellectual property and proprietary rights therein, shall be exclusively owned by TextQL. In the event Customer gains or retains any interest in the Usage Data or Derivative Data, Customer hereby irrevocably assigns to TextQL any and all right, title, and interest in and to any Usage Data or Derivative Data.
Customer may be able to access and use certain optional third-party services or products (e.g., a third-party service that integrates with TextQL via opt-in or uses TextQL’s APIs) through or with its use of the Service (“Third-Party Services”). IF CUSTOMER USES ANY THIRD-PARTY SERVICES, TEXTQL WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES. TEXTQL DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT TEXTQL WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY PERMITTED USERS IN CONNECTION WITH ANY THIRD-PARTY SERVICES.
Customer acknowledges that no intellectual property rights are assigned or transferred to Customer hereunder. Customer is obtaining only a limited right to access and use the Service. Customer agrees that TextQL or its suppliers own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to (a) the Service, Documentation, Usage Data, Derivative Data, and any and all related and underlying technology, documentation, and other information and (b) any intellectual property it develops hereunder, and any derivatives thereof (individually and collectively, “TextQL Technology”).
In the event Customer provide TextQL with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Service (“Feedback”), Customer hereby assigns all right, title, and interest in and to the Feedback to TextQL.
By electing to use the Service and activating Customer’s billing profile, Customer agrees to the pricing and payment terms applicable to Customer and available at https://docs.textql.com/core/admin/pricing (as TextQL may update from time to time) (the “Pricing Terms”). Customer shall pay TextQL the fees identified in the Order Form and the Pricing Terms without offset or deduction. Fees paid by Customer are non-refundable. Customer shall make all payments hereunder in US dollars by a mutually agreed-upon payment method. If such payment method is offered by a third-party payment processor, Customer must agree to the applicable payment processor’s terms of service in order to use such payment method. If Customer pays via invoice, Customer will pay the invoiced amount within thirty (30) calendar days of the invoice date. Fees must be paid in advance or in arrears as set forth in the Order Form and the Pricing Terms. If Customer fails to make any payment when due, and Customer has not notified TextQL in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting TextQL’s other rights and remedies: (i) TextQL may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse TextQL for all reasonable costs incurred by TextQL in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, TextQL may suspend Customer’s and its Permitted Users’ access to all or any part of the Service until such amounts are paid in full. Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of TextQL.
If Customer’s account is ten (10) days or more overdue, in addition to any of its other rights or remedies, TextQL reserves the right to suspend Customer’s access to the Service without liability to Customer until such amounts are paid in full.
The initial term of the Service shall begin on the Effective Date of the subscription specified in the Order Form, and extend for the period specified in the applicable Order Form (the “Initial Subscription Term”). If the Order Form does not specify an Initial Subscription Term, the Initial Subscription Term is one (1) year beginning on the Effective Date. Unless otherwise identified in the Order Form, this Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Term unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Subscription Term” and together with the Initial Subscription Period, the “Subscription Term”).
Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
Upon the expiration or termination of this Agreement, (a) Customer shall immediately cease any and all use of and access to the Service (including any and all related TextQL Technology) and (b) each party will return to the other party (or destroy) such other party’s Confidential Information. Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
Customer acknowledges that if Customer or a Permitted User deletes Customer Data from the Service, Customer Data may still reside in TextQL’s systems, applications, databases, and servers (including, without limitation, as backups and/or archives). Customer acknowledges that the foregoing actions during any Subscription Term may have an adverse impact on Customer’s use of the Service (and TextQL is not liable with respect thereto).
The following Sections shall survive any expiration or termination of this Agreement: 2, 3, 4.1, 5.5, 6.2, 7, 8, 9, 11, and 13.
TextQL warrants that it will provide the Service in substantial conformity with the applicable Documentation. TextQL’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in TextQL’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if TextQL determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy and TextQL’s entire liability, a refund of any Fees Customer has pre-paid for use of the Service or related services it has not received as of the date of the warranty claim. The limited warranty set forth in this Section 6.1 shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (b) if the error was caused by misuse, unauthorized modifications or third-party hardware, software, or services, or (c) to the Service provided on a no-charge or evaluation basis.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, TEXTQL PRODUCTS AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TEXTQL AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
7.1. EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION) (WHICH IN THE CASE OF TEXTQL’ OBLIGATIONS SHALL BE LIMITED IN THE AGGREGATE TO THREE TIMES (3X) THE FEES PAID BY CUSTOMER TO TEXTQL DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE), OBLIGATIONS UNDER SECTION 9 (CONFIDENTIAL INFORMATION), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT: (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO TEXTQL DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.
7.2. Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts, as well the accounts of the Permitted Users. TextQL will not be responsible for any damages, losses or liability to Customer, Permitted Users, or anyone else, if such information is not kept confidential by Customer or the Permitted Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Service.
7.3. The limitations under this Section 7 apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this Section 7 allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Service.
8.1. TextQL shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer’s use of the Service in accordance with the terms of this Agreement, provided that TextQL shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for TextQL to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable necessary cooperation of Customer. If Customer’s use of any Service is, or in TextQL’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, TextQL may, in its sole and reasonable discretion: (x) substitute substantially functionally similar products or services; (y) procure for Customer the right to continue using the Service; or if (x) and (y) are commercially impracticable, (z) terminate this Agreement and refund to Customer any unused, prepaid Fees paid by Customer for the terminated period. The foregoing indemnification obligation of TextQL shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Service other than by or on behalf of TextQL; (2) access to or use of any Service in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of TextQL (3) use of the Service in breach of this Agreement; or (4) Customer Data. THIS SECTION 8.1 SETS FORTH TEXTQL’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
8.2. Customer agrees to defend, indemnify and hold harmless TextQL and its affiliates, licensors, and suppliers, and TextQL’s and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Customer’s and any Permitted User’s use of and access to the Service, including any of Customer Data or other content transmitted or received by Customer and any Permitted User; (b) Customer’s violation of any term of the Agreement; (c) Customer’s or any Permitted User’s violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) Customer’s or any Permitted User’s violation of any applicable law, rule or regulation; (e) Customer’s or any Permitted User’s gross negligence, fraud, or willful misconduct; or (f) any other party’s access and use of the Service with Customer’s or any Permitted User’s unique username, password or other appropriate security code (provided that such access and use was not the fault of TextQL).
“Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All TextQL Technology, performance information relating to the Service, and the terms and conditions of this Agreement (including the Fees and pricing information) shall be deemed Confidential Information of TextQL without any marking or further designation. Confidential Information does not include Customer Data, nor does it include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party.
The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information. Further, notwithstanding the foregoing, each party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
Each party shall comply with all applicable Data Protection Laws. TextQL shall use reasonable physical, technical, and administrative procedures designed to protect, safeguard and help prevent loss, misuse, and unauthorized access, disclosure, alteration or destruction of Customer Data, and will choose these safeguards based on the sensitivity of the information that is collected, Processed, and stored and the current state of applicable technology.
Except as otherwise agreed in writing (email to suffice), neither party may use the other party’s name, logos, or marks without such party’s written pre-approval in each case. Notwithstanding the foregoing, Customer hereby grants TextQL its consent to use Customer’s name and logo on TextQL’s web site and in TextQL promotional materials to identify Customer as an TextQL customer.
Customer understands and acknowledges that to the extent TextQL Processes any Personal Data, TextQL shall do so in accordance with its privacy policy, which is available at https://www.textql.com/privacy/, as TextQL may update from time to time; provided, however, that to the extent Customer Data includes any information which is defined as “personal data,” “personal information,” “personal identifiable information,” or similarly defined data or information under Data Protection Laws, TextQL will Process such information as a data “processor” or “service provider” (each term, as applicable).
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement without such consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 13.1 will be null and void.
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.
TextQL may use the services of subcontractors for performance of services under this Agreement, provided that TextQL remains responsible for such subcontractors’ compliance with the terms of this Agreement.
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
This Agreement shall be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court in New Castle County), any dispute arising under this Agreement shall be finally settled in binding arbitration. The Judicial Arbitration and Mediation Service, Inc. (“JAMS”) will administer the arbitration in accordance with its Comprehensive Arbitration Rules and Procedures (though to the extent JAMS’ Expedited Arbitration Procedures are available, they will apply), and the arbitration will be held Wilmington, Delaware. Subject to the foregoing provisions of this Section 13.6, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Wilmington, Delaware and both parties hereby submit to the personal jurisdiction of such courts.
Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth as first listed above or at such other address as may be given in writing by either party to the other in accordance with this Section. All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the notice has complied with the requirements of this Section.
TextQL may change this Agreement (except for any Order Forms) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. TextQL will provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer’s account on the Service or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Service after the effective date of the revised Agreement, such access and use will constitute Customer’s acceptance of the revised Agreement beginning at the next Renewal Subscription Term or, if Customer enters into a new Order Form with TextQL, as of the date of execution of such Order Form. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g., setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted, or performed on by TextQL).
There are no third-party beneficiaries to this Agreement.
Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications, relating to the subject matter of this Agreement.