SPHiNX Partner Program Terms and Conditions (U.S. & Canada version)

By participating in the SPHiNX Partner Program (“Program”), the company or entity submitting the partner application (“you”) agrees to be bound by all of the terms and conditions below (“Agreement”). Unless otherwise specified by SPHiNX, the terms of this Agreement shall apply to any and all subprograms, such as but not limited to any marketing or other incentive programs, offered to you as a participant in the Program. Please print a copy of this Agreement for your records. Completion of the partner application does not imply that you have been accepted into the Program.

1.     ELIGIBILITY. Throughout your participation in the Program, you (a) must be a current SPHiNX customer and in compliance with all of your contracts with SPHiNX, including without limitation, this Agreement and all of the other agreements referred to in Section 20 below; (b) maintain good credit standing with SPHiNX (c) maintain a current registration profile including yearly updates and prompt notification to SPHiNX in writing of any change that may affect your participation or partner level; and (d) meet other criteria required by SPHiNX, including without limitation periodic background check results satisfactory to SPHiNX in its sole discretion. You authorize SPHiNX to investigate, and agree to execute any documents that SPHiNX and its contractors and agents may require in order to investigate, your company, its affiliated entities, employees, agents and representatives for purposes of determining your suitability to participate in the Program. Performance Partners and Elite Partners must meet additional requirements, which may be found in the benefits and requirements grid. This Program is not exclusive, and SPHiNX may authorize any qualified third party to participate in the Program.

2.     APPOINTMENT . You may not remarket, resell, or present SPHiNX quotes to consumers, distributors, other resellers, or third-party sales agents, nor may you remarket or resell through retail storefronts or auction-type web sites. Additionally, you may not remarket, resell, or present SPHiNX quotes (a) to the Federal government, (b) in the states of California, Florida, Massachusetts, New York, Ohio or Texas, to state or local government agencies, public education institutions or state or local government healthcare entities, or (c) to any Canadian provincial governments or any other Canadian public entity (including, without limitation, public and higher education, health care providers or government bodies or agencies), unless you have an approved deal registration or prior written approval from the corresponding segment . You shall not refurbish SPHiNX products or equipment for resale or marketing by yourself or others. You have no license from SPHiNX to use SPHiNX or any alliance partner software to refurbish SPHiNX products or equipment. Furthermore, you shall not remarket or resell refurbished or previously owned or used SPHiNX products or equipment, including used equipment that you have obtained from an End User or any other third party. However, you may remarket and resell refurbished or previously owned or used equipment that you have purchased directly from SPHiNX (e.g., via ebay or grey market sites) or that you have received permission pursuant to the Demo-Unit Terms and Conditions below.

3.     PARTNER PORTAL ACCESS . Your use of the Partner Portal is subject to this Agreement, SPHiNXU.S. Site Terms located on SPHiNX main website. You will create an online password that will allow you to access the Partner Portal. You are responsible for keeping your password confidential. SPHiNX recommends that you change your password regularly. You will be responsible for all transactions registered to your account. If you believe an unauthorized transaction has occurred in your account, please notify your SPHiNX sales representative. You will not grant any third-party access to the Partner Portal without prior written approval by SPHiNX.

4.     PARTNER LISTING. (This paragraph applies if you are an Elite or Performance Partner) . Elite and Performance Partners will have access to a partner-locator tool (“Find a Partner”) to help the public search for a SPHiNX channel partner, based on geographic location, certified areas, and other criteria. You agree to maintain a current profile in the Find a Partner tool. You further agree all information provided in your profile is accurate, true, and complete. You authorize SPHiNX to include your information and profile in the Find a Partner tool. SPHiNX may terminate your participation or your profile in the Find a Partner tool if any of the information provided is inaccurate, false, out of date, or incomplete. SPHiNX reserves the right to change or discontinue the Find a Partner tool at any time.

5.     ERRORS & AVAILABILITY. SPHiNX is not responsible for any errors in transmission that may occur prior to our receipt of the transmission. You acknowledge that the security procedures used in the Partner Portal are for the purposes of authentication of a transmission, and not to detect error. In addition, there may be a delay between the time you send a transmission to SPHiNX and the time SPHiNX receives it. All transmissions are considered received by SPHiNX only when actually received by SPHiNX. SPHiNX is not responsible for any delays between the time you send a transmission and the time SPHiNX receives it. Access to the Partner Portal may be unavailable without notice at certain times, including, without limitation, when systems require maintenance or upgrades, or in the case of unforeseen circumstances such as earthquakes, fires, floods, terrorism, war, riot, computer virus or bugs, computer failures, interruptions in telephone service, or electrical outages. SPHiNX will not be liable for the unavailability of service or for any damages that may result from such unavailability.

6.     CONFIDENTIALITY. The term “SPHiNX Confidential Information” means any confidential or proprietary information pertaining to or provided by SPHiNX, including, without limitation, product and roadmap information, pricing, marketing incentives and plans, customer and supplier data, financial and technical information, and other business information including, but not limited to, business processes, strategies, information related to the Program, the Partner Portal and all non-public data contained in the Partner Portal, deal registration, and partner training, whether such information is in written, oral, electronic, website-based, or other form. You will keep all SPHiNX Confidential Information strictly confidential for a period of three years after the termination of this Agreement, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, your confidentiality obligations with respect to customers’ personally-identifiable information and SPHiNX trade secrets shall never expire. You may not disclose SPHiNX Confidential Information to any third party without SPHiNX prior written consent. You may share SPHiNX Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any SPHiNX Confidential Information that (a) you can demonstrate was in your possession before receipt from SPHiNX; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any SPHiNX Confidential Information, you agree to give SPHiNX reasonable advance notice so that SPHiNXmay contest the disclosure or seek a protective order. You may use the SPHiNX Confidential Information solely for the purpose of, and in connection with, your business relationship with SPHiNX. No license or conveyance of any rights under any patent, copyright, trade secret, trademark or any other intellectual property right to SPHiNX Confidential Information is granted under this Agreement except the limited rights to use the SPHiNX Confidential Information as expressly set forth in this paragraph. SPHiNX MAKES NO WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE SPHiNX CONFIDENTIAL INFORMATION. ALL SPHiNX CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY LAW, SPHiNXDISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS, AND ASSUMES NO LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH THE SPHiNX CONFIDENTIAL INFORMATION OR ANY INTELLECTUAL PROPERTY IN THEM. Upon SPHiNX written request, you will promptly return all SPHiNX Confidential Information, together with all copies, or certify in writing that all such SPHiNX Confidential Information and copies thereof have been destroyed. You acknowledge that damages for improper disclosure of SPHiNX Confidential Information may be irreparable and that SPHiNX shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity. You agree to adhere to all applicable United States, Canadian and foreign export control laws and regulations and will not export or re-export any technical data or products, to any proscribed country listed in the U.S. Export Administration regulations, or foreign national thereof, unless properly authorized by the U.S. Government.

7.     ADMINISTRATION . You will maintain true, accurate and complete accounting books and records regarding your activities under this Agreement. At any time SPHiNX may audit your compliance with the Program or verify any reports or claims you submitted. SPHiNX may deny any claim that it believes, in its sole discretion, does not conform to Program rules, including, without limitation, this Agreement. SPHiNX may, without prior notice, immediately suspend or terminate your participation in the Program if you submit inaccurate, incomplete, or fraudulent claims or information or if you engage in activities that may cause damage, embarrassment or adverse publicity to SPHiNX, or any of its officers, directors or employees. SPHiNX records and systems shall be authoritative and conclusive for purposes of determining your eligibility and Program benefits and for performing any computation under the Program. SPHiNX reserves the right to interpret the rules of the Program in its sole discretion. All decisions made by SPHiNX are final.

8.     COMPLIANCE. You agree you will comply with all applicable federal, state, provincial and local laws and regulations governing your participation in the Program. In addition, you agree to comply with all terms posted to the Partner Portal, including, without limitation, the following:

a.     SPHiNX Deal registration official guidelines are stated within this agreement and in the deal registration form.

b.     SPHiNX terms and conditions of Logo use by partners are to be adhered to by all partners.

c.     SPHiNX Demo-Unit terms and conditions are stated within its separate agreement and are to be adhered to by all partners.

d.     SPHiNX Eval-Unit terms and conditions are stated within its separate agreement and are to be adhered to by all partners.

e.     Terms and Conditions for access to and Use of all SPHiNX Images, Logos and Campaign Builders are stated within this agreement.

f.     Without limiting the foregoing, you represent and warrant that, for each commercial email delivered to a U.S. resident that promotes a SPHiNX product or service, you will fully comply with the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN SPAM Act”), all rules and official guidance promulgated by the Federal Trade Commission pursuant to the CAN SPAM Act, the Federal Communications Commission’s rules and orders regulating the transmission of commercial email to wireless devices. Furthermore, you represent and warrant that, for each commercial email delivered to a U.S. or Canadian resident that promotes a SPHiNX product or service (a “Partner Email”), you will fully comply with all other applicable federal, state, provincial and local laws and regulations. In addition, without limiting the foregoing, you agree to comply with the following requirements with respect to each Partner Email:

                                      i.        Prior to transmission, you will scrub the mailing list against your own internal do-not-email list; You will include a “from” line that accurately identifies you as the sender of the message; You will not identify SPHiNX in the “from” line as a sender of the message; You will include accurate header and transmission information; The subject line will accurately reflect the content of the message; The message will clearly and conspicuously disclose that it is an advertisement; The message will clearly and conspicuously disclose your true name and valid postal address;

                                     ii.        You will include in each message a clear and conspicuous explanation of how the recipient may opt out of receiving future commercial emails from you, including a valid email address or a hyperlink that the recipient may use to do so. If you use an email address, it must allow the recipient to opt out by replying. If you use a hyperlink, it must allow the recipient to opt out by clicking to a single web page and providing nothing more than his/her email address. The email address or hyperlink must remain capable of receiving opt-out requests for at least thirty (30) days after the email is sent;

                                   iii.        You will not send a Partner Email to any person who has opted out of such receipt;

                                    iv.        You will not alter or revise any message creative supplied to you by SPHiNX without SPHiNX prior written consent;

                                     v.        You will include your own advertising content in the message. Such content will consist of more than a link to your website or your contact information, although it may include such a link and/or contact information. You represent and warrant that any content or other creative that you contribute to the message (including, without limitation, the subject line) will fully comply with all applicable laws (including laws regulating advertising and marketing) and will not infringe upon or violate any copyrights, trademarks or any rights of privacy or publicity or other proprietary rights of, and will not cause injury to, any third party;

                                    vi.        To monitor your compliance with the terms hereof, you agree that SPHiNX may, in its discretion, monitor your emailing activities. Without limitation, SPHiNX may do so through the use of a third-party monitoring service; and You will notify SPHiNX immediately in writing of any investigation, litigation, arbitrated matter or other dispute relating to your email marketing operations.

                                   vii.        You agree that SPHiNX trademarks, service marks, trade or company names, product and service identifications, logos, artwork and other symbols and devices associated with SPHiNX and SPHiNX products and services are and shall remain SPHiNX property. You acknowledge that any provided images and artwork of SPHiNX products are copyrighted by SPHiNX and you will not alter these images or use them outside of the context in which they were provided to you. Without limiting the foregoing, you agree that you will not use SPHiNX or SPHiNX property in search engine advertising, either as a keyword or in advertisements appearing on search engines, without SPHiNX prior written permission.

9.     BUSINESS CONDUCT. At all times you shall conduct business in a manner which reflects favorably on the products, services, and goodwill and reputation of SPHiNX. In your marketing and sales of products and services, you will conduct your business in an ethical manner and avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper. At SPHiNX, we are committed to winning business only on the merits and integrity of our products, services and people. We do not tolerate bribery or corruption, regardless of where we are located or where we do business. As used herein, “Anti-Corruption Laws” means the anti-corruption or anti-bribery laws in effect in jurisdictions where you market or sell SPHiNX products or services, and Anti-Corruption Laws specifically include the Foreign Corrupt Practices Act of the United States and Canada’s Corruption of Foreign Public Officials Act of 1999.

a.     You acknowledge that the Anti-Corruption Laws include (but are not limited to) prohibitions: (A) against offering, promising, or giving any financial or other advantage to any persons (public or private): (i) in order to induce a person to improperly perform a relevant function or duty; (ii) to reward a person for such improper activity; or (iii) where the person knows or believes that the acceptance of the advantage is itself an improper performance of a function or duty; and (B) against offering, promising, or giving any financial or other advantage to a public official, either directly or through a third party intermediary, with the intent to obtain or retain business or an advantage in the conduct of business by either (i) influencing the official in his official capacity, (ii) inducing such foreign official to do or omit to do any act in violation of his lawful duties, (iii) securing any improper advantage; or (iv) inducing the official to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.

b.     You agree to comply with the Anti-Corruption Laws. You will not, in connection with this Agreement, (A) offer, promise, or give any financial or other advantage to any persons (public or private): (i) in order to induce a person to improperly perform a relevant function or duty; (ii) to reward a person for such improper activity; or (iii) where the person knows or believes that the acceptance of the advantage is itself an improper performance of a function or duty, or (B) offer, promise, or give any financial or other advantage to a public official, either directly or through a third party intermediary, with the intent to obtain or retain business or an advantage in the conduct of business by either (i) influencing the official in his official capacity, (ii) inducing such foreign official to do or omit to do any act in violation of his lawful duties, (iii) securing any improper advantage; or (iv) inducing the official to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.

c.     You agree that in the event that you subcontract the provision of any element of this Agreement to any person, or receive any services in connection with your performance of this Agreement from any person (each such person being an “Associated Person”), you shall impose upon such Associated Person Anti-corruption obligations that are no less onerous than those imposed upon you in this Agreement.

d.     You warrant and represent that neither you nor any of your officers or employees has been convicted of any offense involving bribery, corruption, fraud or dishonesty or, to the best of your knowledge, has been or is the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Corruption Laws.

e.     You shall (a) maintain, throughout the duration of dealings between you and SPHiNX, your own anti-corruption policies and procedures, including without limitation, adequate procedures designed to ensure that you and your Associated Persons comply with the Anti-Corruption Laws; (b) provide a copy of such policies and procedures to SPHiNX on request; and (c) monitor and enforce such policies and procedures as appropriate. You shall provide information, documentation and reasonable assistance to SPHiNX and its authorized representatives for purposes of ensuring your compliance with the Anti-Corruption Laws or to support an inquiry or investigation of a suspected violation of those laws.

f.     You shall notify SPHiNX promptly if you discover that you, or any of your officers, employees or Associated Persons, have engaged in any behavior that may violate any of the Anti-Corruption Laws. The parties will meet promptly and in good faith to resolve any claims made or concern raised. If, after no more than 90 days, no good faith resolution has been achieved, then SPHiNX, on written notice to you, may suspend, withdraw from or terminate this Agreement with immediate effect and without liability.

g.     SPHiNX may immediately terminate this Agreement or suspend its performance hereunder if you breach, or refuse to provide information requested by SPHiNX to confirm your compliance with, this Section 10.

10.   INDEPENDENT CONTRACTORS. You and SPHiNX are independent contractors and shall have no authority to bind the other. Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party. You acknowledge that use of the term “partner” in the Program name, materials, and administration does not constitute or imply a partnership or any other fiduciary relationship.

11.   WARRANTY DISCLAIMER. SPHiNX MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR PROVIDED UNDER THE PROGRAM), EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND THAT THE PROGRAM DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS.

12.   INDEMNIFICATION. To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless SPHiNX and its subsidiaries, affiliates, parents, successors, and assigns, from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from (a) your breach of this Agreement or (b) your conduct related to the Program.

13.   LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY SPHINXAS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM SPHiNX. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM OR ANY BREACH OF THESE TERMS AND CONDITIONS BY SPHiNX IS WITHDRAWAL FROM PARTICIPATION IN THE PROGRAM. IN NO EVENT SHALL SPHiNX WILL BE LIABLE FOR ANY LOST PROFITS OR LOSS OF BUSINESS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. IN ADDITION, SPHiNX SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES, WHETHER ANY CLAIM FOR SUCH DAMAGES IS BASED ON TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER SPHiNXK NEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS, THE REMEDIES SET FORTH IN THESE TERMS AND CONDITIONS SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

14.   DISPUTE RESOLUTION-ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND SPHiNX, ITS AGENTS, EMPLOYEES, SUCCESSORS, ASSIGNS OR AFFILIATES ARISING FROM, OUT OF, OR RELATING TO THE PROGRAM, THIS AGREEMENT OR THE INTERPRETATION, BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROVISION OF SPHiNX RESELLER TERMS OF SALE FOUND at https://partners.sphinxbackup.com/resellerterms.

15.   GOVERNING LAW. THE PARTIES AGREE THAT THIS AGREEMENT, OR ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN YOU AND SPHiNX BASED UPON, ARISING FROM, OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, OR THE BREACH, TERMINATI ON OR VALIDITY THEREOF, THE RELATIONSHIPS THAT RESULT FROM THIS AGREEMENT, SPHiNXADVERTISING, OR ANY RELATED PURCHASE SHALL BE SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS (OR FOR CANADIAN ENTITIES, THE PROVINCE OF ONTARIO), WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES.

16.   MODIFICATIONS. SPHiNX reserves the right to modify the Program, including, without limitation, the eligibility requirements and benefits and this Agreement, at any time without prior notice, effective upon posting of the modified terms on the SPHiNX drive partner profit Portal. When changes are made, SPHiNX may notify you of the changes via the Partner Portal or e-mail. If any modification is unacceptable to you, your sole recourse is to terminate your participation in the Program. If you continue to participate in the Program, such participation will constitute your binding acceptance of the changes and your consideration supporting any such modification. Any disputes arising before a modification is made shall be governed by the Dispute Resolution-Arbitration clause applicable at the time the dispute arose. No oral modifications are permitted under this Agreement and you agree not to rely upon any oral representations made at any time.

17.   TERMINATION. You may withdraw from the Program at any time by notifying SPHiNX in writing. SPHiNX may suspend or terminate your participation in the Program, in whole or in part, without prior written notice, for any breach of this Agreement or for any attempt to impair the integrity of the Program as determined by SPHiNX; in such event, SPHiNX is not obligated to provide any benefits related to or arising from the cause of such suspension or termination. In addition, SPHiNX, in its sole discretion, may at any time terminate the Program in whole or in part, for all participants, or for you alone, with or without cause, without prior written notice. All provisions that by their nature are intended to survive the termination shall survive. Each party accepts the risk of termination by the other. On termination, neither party will have any claim against the other for the investment it may have made in the relationship established under this Agreement or in anticipation of the sales and other revenue to be gained because of it.

18.   OTHER PARTNER BENEFITS. SPHiNX may choose to make certain information we collect about your business available to companies with whom SPHiNX has a strategic relationship, including, without limitation, companies who conduct market research on behalf of SPHiNX or offer products or services intended to be a benefit to you or your customers. The information will be provided under confidentiality agreements between SPHiNX and such partners and may be used in connection with notifying you of products, services or programs that SPHiNX believes may be of interest to you.

19.   PRECEDENCE. Your purchase of products, software and services from SPHiNX that you resell or intend to resell to others shall be subject to and governed by the then-current Reseller Terms of Sale, which can be found in the standard reseller agreement that was signed at the initiation of the partnership between stated partner and SPHiNX. If you are reselling to the United States Government or to other entities as authorized in GSA Order ADM 4800.2 as amended (collectively, to “Federal End Users”), your purchase shall be subject to and governed by the Reseller Terms of Sale and the Supplemental Terms for U.S. Federal Resellers. Found in a supplemental agreement (“Supplemental Terms” ). If you and SPHiNX have a pre-existing signed written Reseller Agreement, Value Added Reseller Agreement, or any substantially similar agreement that authorizes you to purchase products or software, or offer services from SPHiNX and resell or provide such products, software or services to end users, that is in effect as of the day you click “I AGREE” to this Agreement (any such agreement, a “Pre-Existing Agreement”), your Pre-Existing Agreement is supplemented by the Reseller Terms of Sale and, if you are reselling to Federal End Users, the Supplemental Terms. To the extent there are any conflicting provisions regarding your purchase, the Supplemental Terms (if you are reselling to Federal End Users) shall prevail and control, followed by this Agreement, then your Pre-Existing Agreement (if any), and last the Reseller Terms of Sale.

20.   MISCELLANEOUS. You may not assign this Agreement, or any benefits due to you under the Program, to any third party without the express written consent of SPHiNX. If any provision herein is void or unenforceable, you and SPHiNX agree to delete such provision and agree that the remainder of the Agreement will continue to be in effect. SPHiNX failure to enforce your strict performance of any term herein will not constitute a waiver of SPHiNX right to subsequently enforce such term or any other term of this Agreement. The entire relationship between you and SPHiNX is defined in this Agreement and any other applicable agreement as described in Section 20. Both parties expressly disclaim any reliance on any oral statements, representations, or courses of conduct, including any right to continue to participate in the Program other than as provided in Section 18. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only.