These Terms and Conditions (“Terms”) constitute a binding contract by and among you (“you” or “Customer”), Users and Procurement Sciences, Inc. (“us”, “we”, “our”, “PSci” or the “Company”) governing the use of and access to the products and/or services, including application programming interface (web and mobile), software, tools, developer services, data, documentation, Awarded AI, and websites we or our affiliates offer (collectively, the “Platform” or “Application”) in connection with open access, membership, enrollment, certification, subscription, services or one-time purchases (together with the Platform or Application, the “Services”) to you and any authorized individuals engaged by you to use the Services on your behalf (each, a “User,” and collectively, “Users”). By using or accessing the Services or authorizing or permitting any User to use or access the Services, you accept and agree to be bound by these Terms. The term “using” includes any person or entity who accesses or uses the Platform with crawlers, robots, browsers, data mining, or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party.
If you are entering into these Terms on behalf of a company, organization, or other legal entity (“Entity”), you agree to these Terms for that Entity and represent to PSci that you have the authority to bind such Entity and its affiliates to these Terms. In such case, “you” shall refer to such Entity and its affiliates. You may not make your access credentials or account available to others outside your Entity, and you are responsible for all activities that occur using your credentials. If you do not have the authority to bind the Entity to these Terms or do not agree to these Terms, do not accept these Terms or use or access the Services. You represent and warrant that the information you provide in registering for the Services is accurate, complete, and rightfully yours to use.
1.1 PSci will make commercially reasonable efforts to provide Customer with the Services in accordance with these Terms. Company’s Software and documentation are considered “commercial items” and will be governed by the terms of these Terms.
1.2 Technical support services will be offered to Customer in accordance with PSci’s standard practice. Technical support is available via email, at support@procurementsciences.com and via the chat feature on the Application. Such support services are available to Customers during standard business hours.
1.3 Deployment of the Services will occur during normal business hours unless mutually agreed to by the Company and Customer. It is expected that the Services will be deployed with a maximum level of effort required by the Company of 10 nonconsecutive hours. Additional scope beyond the standard deployment that goes beyond the maximum effort would be billable at Company standard rates. The deployment timeframe and go-live date will be mutually agreed to after the initial technical discussion. Every effort will be made to adhere to the schedule as it assumes Customer responsiveness to deployment questions and assistance. In the event the system is no longer under contract then it is the Customer’s responsibility to offboard/take down all Company application environments.
2.1 Customer represents and warrants that the Customer and Users are (i) 18 years or older, (ii) not prohibited or restricted from having a PSci account, and (iii) not a competitor of or using the Services for purposes that are competitive with PSci.
2.2 Customer is responsible for maintaining necessary equipment, security, and passwords for accessing the Services. Additionally, you are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under or in connection with your login or account. If Customer adds additional users to Customer’s account, the Customer must cause such additional users to be bound by and in compliance with these Terms as well as other Company policies, including the Privacy Policy. Upon admission of additional users and/or request by PSci, at any time, Customer must provide to PSci a list of such additional users. You agree that you will not trade, transfer, or sell access to your login or account to another party unless otherwise agreed to in writing by PSci.
2.3 Customer and Users agree to comply with all applicable laws and all Company’s policies, including, but not limited to these Terms, the Privacy Policy located at https://procurementsciences.com/privacy-policy/ (the “Privacy Policy”) and the Data Protection Agreement located at https://procurementsciences.com/data-protection-agreement.
2.4 Customer and Users agree the Services shall not be sold, resold, leased, subleased, licensed, sublicensed or otherwise made available to any other third party and all Services shall be for Customer’s use only. Customer and Users further agree not to (a) circumvent or disable any security or other technological features or measures of the Services, (b) reverse engineer any element of the Services, or use the Services to compete with PSci, (c) modify, adapt or present the Services to falsely imply any sponsorship or association with PSci, (d) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or the components of the Services, (e) use the Services to specifically post, upload, link to, send or store any content that is defamatory, libelous, fraudulent, derogatory, abusive, unlawful, hateful, harassing, violent, threatening, racist, discriminatory or Controlled Unclassified Information (CUI) unless such use involving CUI is in compliance with applicable laws and regulations, and Company’s policies, including, but not limited to, using Azure Government or self-hosted environments or products provided by the Company for use involving CUI, (f) use the Services to post, upload, link to, send, distribute, or store any content that contains any viruses, malware, Trojan horses, ransomware, or any other similar harmful software; (g) use the Services to post, upload, link to, send, distribute, or store any content that is material, protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions, and consents necessary to make such content available on or through the Services and to grant PSci the limited right to use such content as set forth in these Terms, (h) attempt to use any method to gain unauthorized access to any paid or restricted features of the Services and its related systems or networks, (i) use automated scripts to collect information from or otherwise interact with Third Party Services or the Services; (j) deep-link to the Services or related systems or networks (other than PSci’s home page) for any purpose, unless expressly authorized in writing by PSci; (k) impersonate any other user of the Services; (l) use the Services in violation of applicable law or any acceptable use policy, terms of use or any similar policy or terms of Third-Party Services; (m) use the Services in a way that infringes, misappropriates or violates any person’s rights; or (n) except as permitted through the Services, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction.
2.5 Customer and Users agree not to use, and not to knowingly display, distribute, or otherwise make content or information derived from the Services available to any entity for the purpose of: (i) conducting or providing surveillance or gathering intelligence, including but not limited to, investigating or tracking individual social media users or their content, or to obtain information on social media users or their content, in a manner that would require a subpoena, court order, or other valid legal process; (ii) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings); (iii) conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual on social media for any unlawful or discriminatory purpose or in a manner that would be inconsistent with the individual users’ reasonable expectations of privacy; (iv) violating the Universal Declaration of Human Rights; or (v) targeting, segmenting, or profiling individuals based on sensitive personal information, including health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
2.6 Customer agrees that if Services are to be provided at Customer’s place of business or other physical location chosen by Customer, Customer will provide to the Company (i) the necessary endpoint access to its cloud computing service (e.g., Microsoft Azure Services) with the required compute and OpenAI quota, (ii) a senior resource individual who will oversee deployment of Services beginning on the Effective Date (as defined in the Software as a Service Agreement) and (iii) temporary remote access so the Company may conduct end-to-end production testing and/or user acceptance testing, as necessary.
3.1 We own and retain all rights, title, and interest in and to the Services along with all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights including to the extent any derivative works are developed, for any reason, (“Intellectual Property Rights”) related to the Services. Your use of the Services under these Terms does not give you additional rights in the Services or ownership of any Intellectual Property Rights associated with the Services. To the extent applicable, you provide us with a royalty-free, irrevocable, perpetual, worldwide, exclusive, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, incorporate into other works, distribute, perform, display, and otherwise exploit any derivative works related to the Services, in whole or in part in any form, media or technology now known or later developed.
3.2 Customer shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations under these Terms, and shall take actions reasonably necessary and appropriate to prevent the unauthorized disclosure of the Confidential Information, at all times, exercising at least a reasonable level of care. Customer and Users agree to restrict access to the Confidential Information of PSci to those employees, advisors, agents and other representatives who require access in order to perform its obligations under these Terms. “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or to which the other party may have access, which (i) a reasonable person would consider confidential, or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of these Terms by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
3.3 Although Customer is not required to provide feedback or suggestions, Customer assigns to PSci any and all of Customer’s worldwide right, title and interest in and to any and all feedback, suggestions, requests, recommendations, or other comments that you provide to PSci regarding our Services, including all Intellectual Property Rights therein. Customer shall, upon the request of PSci, its successors or assigns, execute any and all documents that may be deemed necessary to effectuate this assignment. Customer also agrees to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that Customer may have in any feedback, suggestions, or other comments, even if it is altered or changed in a manner not agreeable to Customer. Customer understands that Customer will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this section. PSCi’s receipt of Customer’s feedback, suggestions, and other comments is not an admission of any novelty, priority, or originality, and it does not impair our right to any existing or future Intellectual Property Rights.
3.4 Customer acknowledges and agrees that we have a right to own and complete statistical analyses on your data and information resulting from Customer’s or Users’s use of the Services (other than any personally identifiable data). We collect such data pursuant to PSci’s Privacy Policy for any lawful purpose and without a duty of accounting to Customer.
3.5 Our Applications may utilize, access or connect to certain external third-party products, services, software, websites, artificial intelligence tools or other machine learning service providers in conjunction with your use of our Applications and Services or the collection of data for use and integration in our Applications and Services (“Third Party Services,” and each, a “Third Party Service”), including certain social media networks, websites and other integration partners. To take advantage of these features, you may be required to sign up or log into such Third Party Service on their respective websites or applications. By enabling the Applications to access such Third Party Service, you are permitting PSci to pass on your login information to the Third Party Service and granting the Third Party Service permission to access or otherwise process your data. You acknowledge that your use of such Third Party Service is governed solely by the terms and conditions and privacy policy of such Third Party Service, and that PSci does not endorse, is not liable for, and makes no representations as to the Third Party Service, its content, or the manner in which such Third Party Service uses, stores, or processes your data. We are not liable for any damage or loss arising from or in connection with your enablement of such Third Party Service and your reliance on the policies, privacy practices, and data security processes of such Third Party Service. We are not responsible or liable for any changes to or deletion of your data by the Third Party Service. Certain features of our Services may depend on the availability of these Third Party Services and the features and functionality they make available to us. We do not control Third Party Service features and functionality, and they may change without any notice to us. If any Third Party Service stops providing access to some or all of the features or functionality currently or historically available to us, or stops providing access to such features and functionality on reasonable terms, as determined by PSci in our sole discretion, we may stop providing access to certain features and functionality of our Services. We will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by the Third Party Service or any resulting change to our Services. You irrevocably waive any claim against PSci with respect to such Third Party Services.
PSci is not responsible for any false or inaccurate information generated by such Third Party Services and is not obligated, nor does it intend, to take any steps to independently verify the accuracy or authenticity of such information. All information should be reviewed and verified by the user of any information generated by the Application and Third Party Services. PSci is not liable for and expressly disclaims any damages suffered by the User, including any loss of business, due to the use of our service, including due to any inaccurate text generations
You acknowledge that the Application may, at times, make use of data scraped from third-party websites. The Company disclaims all liability for any losses or damages incurred by the user, as a result of any legal prohibitions, restrictions, or penalties enforced by such third-party websites in relation to data scraping and/or use of any CUI within the Services. For avoidance of doubt, CUI is only to be used in Azure Government or self-hosted environments or products provided by the Company.
4.1 We will charge you pursuant to the terms as provided at the time of purchase, subscription and/or enrollment. We will continue to charge you for your plan, including any add-ons if and as applicable. Payments must be received by PSci within thirty (30) days from the date of invoice. If you fail to make a payment within thirty (30) days of the date of invoice, PSci may charge a late fee at the rate 5% per month, or the maximum amount allowed by law, whichever is less. If payment is outstanding past sixty (60) days, PSci may suspend and/or terminate its Services and the applicable agreement(s) and seek remedies available at law or in equity. PSci reserves the right to increase fees at the time of any subscription term renewal. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You authorize PSci and its affiliates, and our third-party payment processor(s), to charge your payment method for the fees. All payments are nonrefundable except as provided in the Terms at the time of purchase. If you want to dispute any fees you must do so within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due shall be subject to a finance charge of 1.5% of the unpaid balance per month.
4.2 If it shall be found that any interest or other amount deemed interest due pursuant to Section 4.1 violates applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.
5.1 The Customer is entitled to cancel their subscription within the first 30 days of service commencement if the Company is unable to resolve or cure the issues identified by the Customer in writing within 7 business days of the Company receiving such written notice from the Customer (“Company Cure Period”). Should the Customer elect to terminate the subscription in the event Company fails to cure the issues within the Company Cure Period, written notice must be provided to the Company and the Customer will only be held financially responsible for the first 30 days.
Following the initial 30-day period, the Company is committed to promptly addressing and resolving any issues that may arise, to ensure the Client’s satisfaction with the service. Our Customer Success Managers (CSMs) are dedicated to working closely with Clients to guarantee the subscription’s value and to facilitate a positive and productive experience throughout the service term.
5.2 This clause delineates the conditions under which the Agreement may be terminated and underscores the PSci’s dedication to Client satisfaction and service excellence. We may restrict functionality of the Services or temporarily suspend your account if we reasonably believe that you have violated these Terms. Unless we believe the need to restrict or suspend access is time-sensitive and requires immediate action without notice, or we are prohibited from providing notice under law or legal order, we will use commercially reasonable efforts to notify you by email prior to such suspension. We will not be liable to you or any third parties for any of the foregoing actions. We may terminate your account and use of the Services for any of the following reasons: (i) you fail to comply with these Terms, (ii) you do not pay your fees in accordance with the payment terms under your Plan, (iii) at the expiration of the subscription period of your Plan if we provide prior written notice to you, (iv) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (v) if we reasonably determine you are acting or have acted in a way that could present substantial reputational harm to PSci or our current or prospective partners or customers. In no event will any termination by us for the foregoing reasons entitle you to any refunds of any prepaid and unused fees or relieve you of your obligation to pay any fees payable to us prior to the date of termination, and any unpaid fees under your Plan will become immediately due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Service and may be referred to law enforcement authorities.
In the event of the termination of services by either Party, the Customer ‘s data shall be completely and irrevocably purged from PSci’s systems within 30 days of termination. Upon completion of the purge, PSci will certify that Customer’s data has been successfully removed. This ensures the Customers data remains confidential and secure even upon the conclusion of the Agreement. Notwithstanding the above, the Company may store the Customer s above referenced data pursuant to bona fide records retention policies currently in place or which may be enacted by the Company from time to time.
6.1 THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT AND DO NOT WARRANT THAT THE APPLICATIONS AND PRODUCTS WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, OR ERROR-FREE. PSCI DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA NOT WITHIN PSCI’S REASONABLE CONTROL.
6.2 We make no representations or warranties regarding the applicability, suitability or accuracy of the Services, and you should evaluate the accuracy of any Services as appropriate for your use case, including by using human review of the Services. PSci expressly disclaims any and all liability for any Services that may be deemed or alleged to infringe upon any copyright, trademark, or other intellectual property rights, or that may be construed as plagiarism under any applicable laws, regulations, or rules. PSci expressly disclaims any and all liability for any Services provided in response to inaccurate information provided by you. You acknowledge that the service utilizes Artificial Intelligence (“AI”) technology, and thus, any similarities with existing works, information, or content are unintentional and coincidental.
6.3 PSci makes no representations or warranties regarding future commercial outcomes following your use of the Services and disclaims any and all liability should you fail to secure a successful outcome. You acknowledge the Services use AI technology and that PSci makes no representations or warranties regarding the applicability, suitability, accuracy, availability or speed of the Services due to the AI nature of the Services.
7.1 Your failure to comply with any of your obligations set forth in these Terms shall be considered a breach of these Terms. You agree to defend, indemnify, and hold harmless PSci and its officers, directors, employees, agents, successors, and assigns from any and all third party claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including attorney’s fees and costs), arising from, in connection with, or based on allegations of, your or your Users’ breach of these Terms, including, but not limited to, breaches of covenants against providing CUI, Confidential Information or other information Customers are not expressly authorized to provide to PSci, the Privacy Policy, use of ThirdParty Services, or for any action arising from any content you share, submit, post to, or transmit through the Services. Further, you will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your use of any deliverables, products or services you develop or offer in connection with the Services.
8.1 In no event shall PSci liability exceed or extend beyond twenty five percent (25%) of the subscription and/or membership fees paid by you. You hereby assume all risk as a result the use of the Services.
8.2 NEITHER PARTY NOR ITS AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
8.3 State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.1 Press Release and Marketing Materials. You hereby agree the Company may issue a press release in which the Company may reference you as a customer. You also hereby agree the Company may include you on a list of customers in any future marketing materials.
9.2 Updates To Terms. We may revise and update these Terms from time to time, in our sole discretion, by providing you thirty (30) days’ notice. Continued use of our Services thirty (30) days after we provide you notice of the updated Terms shall constitute acceptance of the updated Terms.
9.3 Export Compliance and Anti-Corruption. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit Users or any other third party to access or use the Services subject to a U.S. government embargo or in violation of any U.S. export law or regulation. You further represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with your purchase or use of our Services (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
9.4 Assignability. Neither party may assign its right, duties, and obligations under these Terms without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that PSci may assign these Terms, and the licenses granted to PSci under these Terms, without your consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of PSci’s obligations under these Terms.
9.5 Notices. Except as otherwise specified in these terms, any notices under these Terms must be sent to PSci by email to privacy@procurementsciences.com, with a duplicate copy sent via registered mail (return receipt requested) to: Procurement Sciences, Inc., 362 River St. Dunstable, MA 01827 USA. Any notices under these Terms that are sent to you shall be sent via email to the named account owner of your PSci account. You are responsible for maintaining the accuracy of the email address and other contact information of your named account owner on the “Personal Settings” page within the Application.
9.6 Force Majeure. PSci will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove the causes of non-performance.
9.7 Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware.
9.8 Venue. In circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules. Under such limited circumstances, each party hereby expressly and irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts located in the Commonwealth of Massachusetts in connection with such an action.
9.9 Agreement to Arbitrate Disputes. You and PSci agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate PSci’s Intellectual Property Rights or Payment Terms, which final and binding arbitration shall take place in the city of Boston, Massachusetts. In all other cases, both parties hereby agree to submit to arbitration administered by JAMS under its Commercial Arbitration Rule with one (1) arbitrator. You agree that an arbitrator cannot award punitive damages to either party and to abide by and perform any award rendered by the arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
9.10 No Class Actions. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
9.11 Waiver and Severability. The waiver by PSci of any term or condition set out in these Terms shall not be deemed a further or continuing waiver of any other provision of these Terms, and any failure of PSci to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable, or illegal for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
9.12 Entire Agreement. Except for any separate Service Agreement or the Privacy Policy, which may be updated or amended from time to time in accordance with their respective terms, these Terms are the final and complete expression of the agreement between these parties regarding your use of the Services, including the Platform and Application. These Terms supersede, and the terms of these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms.
9.13 Independent Contractor. Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.
