Innovatint Terms

Innovatint General Terms for Installed Software

Version: 1.0.0
Effective date: 01.10.2026

These Innovatint General Terms for Installed Software (the “General Terms”) are incorporated into, and form part of, the Agreement between Vibrantz and Customer and apply to all licensing and provision of the Software by Vibrantz to Customer as specified in the Order Form. Vibrantz and Customer are jointly referred to as the “Parties” and individually as a “Party“. Capitalized terms not defined in these General Terms have the meanings given to them in the documents forming the Agreement.

Subject to the terms of the Agreement and the payment of Fees by Customer, Vibrantz grants Customer and its Personnel the License set forth in Section 3 of the Software Terms. The Customer and its Personnel may use the Software in accordance with the Software Terms and the Customer may further grant sublicenses to Sublicensees in accordance with Section 5 of these General Terms.

1. DEFINITIONS
   1. “Agreement” means the Order Form, these General Terms, the Software Terms and the DPA and API Terms, where applicable, and each Additional Order, together as further described in the Order Form.
   2. “Aggregated Data” means anonymized and aggregated statistical data derived from Customer’s use of the Software.
   3. “Additional Order” means a written order submitted by Customer and accepted by Vibrantz in accordance with Section 6.1 to increase or otherwise change the License metrics, modules or API rights licensed to Customer during the Term. An Additional Order becomes an integral part of the Agreement and is added as annex to the original Order Form.
   4. “API Terms” means the Innovatint API Subscription Terms, applicable where API access is licensed under the Order Form or an Additional Order.
   5. “Confidential Information” means material and information that is marked as confidential or should be reasonably understood as confidential. Confidential Information includes materials and information concerning research, development, financial, technical, scientific, commercial, marketing or operational matters, strategies, customers, suppliers, products, processes, procedures, concepts, inventions, know-how, trade secrets, testing materials, plans, samples, specifications, parameters, documents, databases, data, correspondence, records, notes, methods, designs, drawings, and manuals. Further, for the avoidance of doubt, Vibrantz’s Confidential Information includes the Documentation as well as all materials, data, and information related to the Software.
   6. “Customer” means the party identified as Customer in the Order Form that has entered into the Agreement with Vibrantz.
   7. “Customer Data” means data, records, transactions, formulations and other content submitted to, stored in or generated through Customer’s authorized use of the Software that relates to Customer or its operations. Customer Data may only include Personal Data where the Order Form dictates that Vibrantz Processes Personal Data on behalf of Customer and DPA applies.
   8. “Disclosing Party” means a Party disclosing Confidential Information to the other Party under the Agreement.
   9. “Documentation” means the Innovatint user, installation, administration, security and release notes that Vibrantz makes available for the applicable Software release.
   10. “DPA” means the Innovatint Data Processing Addendum, applicable where Vibrantz Processes Personal Data on Customer’s behalf.
   11. “Effective Date” means the date the Order Form has been duly signed by both Parties, as stated in the Order Form.
   12. “Feedback” means any comments, proposals, suggestions, data, and other feedback related to the Software.
   13. “Fees” means the fees payable by the Customer to Vibrantz as set out in the Order Form or an applicable Additional Order.
   14. “Intellectual Property Rights” means any and all intellectual property rights, including but not limited to, patents, design patents, utility models, rights in inventions, trade secrets, designs (whether or not capable of registration), copyright (including related rights such as rights to modify and further assign), trademarks, trade names, all rights arising from the use of or existing in connection with domain names, rights in trade dress, rights in or relating to databases, and any other form of statutory protection of any kind and any other intellectual property rights (registered or unregistered) throughout the world including all rights of reversion, priority rights, and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.
   15. “Laws” means all applicable laws, statutes, regulations, binding codes and orders of any competent court or regulatory authority binding a Party.
   16. “License” has the meaning given in the Software Terms.
   17. “Licensee” has the meaning given in the Software Terms.
   18. “Order Form” means the ordering document executed by the Parties that identifies the Software and License metrics, other relevant quantitates, applicable Fees, subscription Term, scope, and any other specific terms relating to the licensing of the Software or API. The Order Form forms an integral part of the Agreement.
   19. “Personnel” has the meaning given in the Software Terms.
   20. “Receiving Party” means a Party receiving Confidential Information from the other Party under the Agreement.
   21. “Sublicensee” means a customer of Customer that operates a retail, trade or professional tinting point of sale or service location and to which Customer may grant a sublicense of the Software in accordance with the Software Terms and Section 5 of these General Terms.
   22. “Software” means the Innovatint object-code software, databases supplied with or created, installed, accessed or used by the Software (including database files, schema, structure, organization, selection, coordination, arrangement, indexes, stored procedures, reference data, metadata and Customer Data therein), formula libraries, data files and other components supplied by Vibrantz.
   23. “Software Terms” means the Innovatint Software Terms of Use applicable to the use of the Software by the Customer and/or a Licensee.
   24. “Term” means the period stated in the Order Form during which the Agreement is in force, as extended under Section 8.1 of the General Terms.
   25. “Vibrantz Data” means data and content supplied by or on behalf of Vibrantz or its licensors, including formula libraries, colorant and product reference data and related metadata.
2. ORDER OF PRIORITY
   1. In the event of a conflict of the documents forming the Agreement, they take precedence in the following order: (a) the Order Form and any Additional Order; (b) these General Terms; (c) the Software Terms; (d) the API Terms; and (e) the DPA, in each case only to the extent of the conflict. For the sake of clarity, to the extent Personal Data is processed, the DPA shall always prevail.
3. CUSTOMER OBLIGATIONS
   1. Customer shall: (a) provide accurate and complete information reasonably requested by Vibrantz in connection with the Order Form, an Additional Order or the administration of the Agreement, and promptly notify Vibrantz of any change to that information; (b) keep confidential, and use reasonable measures to prevent unauthorized use or disclosure of, any credentials, accounts or access rights issued to Customer or its Personnel in connection with the Software or the customer portal, and promptly notify Vibrantz of any suspected unauthorized access; and (c) use the Software, the API and the customer portal in compliance with applicable Laws and the Agreement.
   2. Customer is solely responsible for the Customer environment, including procuring, configuring, operating and securing the servers, personal computers, hardware, networks and other infrastructure on which the Software is installed, and for ensuring that the Customer environment meets the security requirements stated in the Documentation and the Software Terms. Vibrantz does not host, operate or manage the Customer environment and is not responsible for its security, availability or performance in any way.
4. DELIVERY
   1. Vibrantz shall deliver the Software by making it available to Customer for download electronically through a designated portal or other electronic means, on the Effective Date or as separately agreed in the Order Form. Vibrantz may assist Customer in downloading and installing the Software if agreed separately.
5. SUBLICENSING
   1. Customer may grant a sublicense of the Software to a Sublicensee, under the terms of the Software Terms and within the scope stated in the Order Form or an applicable Additional Order, solely for the Sublicensee’s use of the Software for its retail, trade or professional color-tinting operations at the Sublicensee’s authorized sites or by its named users, as applicable under the Order Form, and not for any onward sublicensing, resale, hosting or service-bureau use by the Sublicensee.
   2. Furthermore, a sublicense granted by Customer to a Sublicensee must be granted under a written agreement between Customer and the Sublicensee that: (a) incorporates the Software Terms in full and without modification and requires the Sublicensee to comply with the terms; and (b) does not purport to bind Vibrantz or create any right, remedy, liability or claim for the Sublicensee against Vibrantz.
   3. Customer shall enforce each sublicense agreement with at least the same degree of diligence that Customer uses to enforce similar agreements for its own products or services and shall promptly notify Vibrantz in writing of any breach of the Software Terms restrictions by a Sublicensee and of every complaint made by a Sublicensee concerning the Software. Vibrantz has no contractual relationship, and assumes no obligation, liability or duty of any kind, whether in contract, tort, restitution or otherwise, to any Sublicensee. A Sublicensee has no right to bring a claim against, or to enforce any term of the Agreement directly against Vibrantz, and this Section 5 does not confer any third-party beneficiary right on a Sublicensee.
   4. Customer is exclusively responsible to Vibrantz for the acts, omissions and compliance of each Sublicensee as if they were Customer’s own, including any breach of the Software Terms restrictions, any unauthorized access to or extraction from the Software, and any misuse of usage data, the API or the Software by a Sublicensee. A breach of the Software Terms by a Sublicensee is treated as a breach by Customer for all purposes of the Agreement, including but not limited to, suspension, termination, indemnification and liability.
   5. Customer shall maintain reasonably accurate records of each Sublicensee’s identity and, as applicable, authorized sites and named user accounts, and shall provide Vibrantz with reasonable evidence of compliance with this Section 5 on Vibrantz’s written request, no more than once per twelve (12)-month period unless Vibrantz reasonably suspects material non-compliance.
   6. If Vibrantz becomes aware that the Customer has sublicensed the Software to Sublicensees in an excessive amount than the License metrics agreed in the Order Form or Additional Order, Vibrantz may claim such additional Fees from the Customer and exercise any other remedies it may have under the Agreement, including terminating the agreement for cause.
   7. Upon termination or expiry of the Agreement, all sublicenses granted under this Section 5 shall terminate automatically. Customer shall promptly notify each Sublicensee and ensure that Software use by Sublicensees ceases in accordance with Section 8.5.
6. ORDER FORM AND ADDITIONAL ORDERS
   1. The scope of the License is agreed at signature of the Agreement and recorded in the Order Form. During the Term, Customer may submit, and Vibrantz may accept an Additional Order to increase or otherwise change License metrics, add modules or API access rights. An Additional Order is only binding once accepted in writing (including by email or the customer portal) by Vibrantz.
   2. An Additional Order forms part of the Agreement and is subject to the same Term as in the original Order Form. Fees for an Additional Order placed during the Term are prorated to align with the remaining Term, unless otherwise agreed.
   3. An Additional Order controls only for the completed commercial, deployment and expressly stated special terms it contains and does not otherwise amend the Agreement unless it expressly identifies the amendment. No agreement term in a purchase order, procurement portal entry, onboarding form or other business form of Customer modifies the Agreement, even if received, acknowledged or processed by Vibrantz.
   4. The Customer understands and agrees that by issuing an Additional Order, the Fees paid under the Agreement may correspondingly increase.
   5. For the sake of clarity, Vibrantz may, at its sole discretion, decline Customer’s request for an Additional Order for any reason.
7. FEES, INVOICING AND PAYMENT
   1. Vibrantz shall invoice the Customer yearly upfront. Customer shall pay the Fees stated in the Order Form or an applicable Additional Order within thirty (30) days from the date of a valid invoice. Fees are exclusive of value added tax and other applicable taxes, which Customer shall pay in addition where properly chargeable.
   2. Undisputed amounts not paid when due accrue interest for late payment at the statutory rate under the Finnish Interest Act (korkolaki 633/1982), or the equivalent statutory default-interest rate applicable under the law of Customer’s jurisdiction where mandatorily applicable, from the due date until paid. Vibrantz may suspend the affected Software for an overdue undisputed payment that remains unpaid fourteen (14) days after written notice.
   3. Fees are adjusted annually according to the Euro area Harmonised Index of Consumer Prices (HICP, all-items, annual rate), subject to a minimum adjustment of two percent (2.0%). Vibrantz may increase Fees beyond this index-linked adjustment on ninety (90) days’ written notice; Customer may terminate the affected Order Form or Additional Order if it does not accept an increase beyond the index adjustment, by written notice given at least sixty (60) days before the increase takes effect.
   4. Customer shall raise a good-faith payment dispute in writing, with reasonably supporting details, before the due date. The Parties shall cooperate to resolve a payment dispute promptly. An amount not disputed in accordance with this Section 7.4 is deemed undisputed.
   5. Vibrantz is not responsible for reimbursing the Customer for any Fees paid if the Agreement is terminated mid-Term.
   6. Vibrantz reserves the right to charge Customer additional Fees if Customer exceeds the level of usage authorized under the Order Form or Additional Order.
   7. The grant of any sublicense by the Customer shall not release, reduce, or otherwise affect Customer’s payment obligations under this Agreement. This means that use of the Software by the Sublicensee shall always require a similar valid license payable by the Customer as applies to the use of the Software by the Customer itself.
8. TERM, RENEWAL AND TERMINATION
   1. The Agreement commences on the Effective Date and continues for the Term stated in the Order Form, renewing automatically for successive twelve (12)-month periods, unless terminated by Customer upon ninety (90) days’ written notice before the end of the then-current Term.
   2. Vibrantz may terminate the Agreement at any time upon ninety (90) days’ written notice to Customer.
   3. Unless otherwise stated in these General terms, either Party may terminate the Agreement for the other Party’s material breach that remains uncured thirty (30) days after written notice describing the breach in reasonable detail, or immediately on the other Party’s insolvency, administration, liquidation or equivalent proceeding. Notwithstanding the foregoing, Vibrantz may terminate the Agreement with immediate effect if Customer breaches its obligations under Section 5 of these General Terms or the Software Terms.
   4. Vibrantz may terminate or suspend the Agreement immediately on written notice if required to comply with Laws, a sanctions requirement, an order of a competent authority or as otherwise stated within the Agreement.
   5. Upon termination or expiry of the Agreement, Customer may continue to use the Software solely for the purpose of retrieving and exporting Customer Data for a period of thirty (30) days, after which the Customer shall cease all use of and delete the Software. For the avoidance of doubt, termination or expiry of the Agreement does not affect Customer’s access to Customer Data stored on Customer’s own infrastructure.
9. INTELLECTUAL PROPERTY
   1. All rights, title and interest, including all Intellectual Property Rights, in and to the Software, Vibrantz Data and the Documentation shall remain the sole and exclusive property of Vibrantz or its licensors. No assignment or transfer of any right, title or interest, including any Intellectual Property Rights, in or to the Software, Vibrantz Data or the Documentation (or otherwise to any Intellectual Property Rights of Vibrantz or its licensors) is contemplated or effected between the Parties under the Agreement, other than the License expressly granted under the Software Terms.
   2. All rights, title, and interest, including all Intellectual Property Rights, in and to any Feedback given by Customer shall vest with or remain the sole and exclusive property of Vibrantz. The Customer shall, upon request, and shall cause its representatives, customers, and other relevant parties to take all actions reasonably necessary (if any) to formally effect such vesting.
   3. Customer grants Vibrantz a non-exclusive, worldwide, perpetual, royalty-free licence to use, aggregate, and otherwise exploit Aggregated Data for Vibrantz’s business purposes, including the improvement of its products and services. Aggregated Data shall not identify Customer or any individual.
   4. Customer shall indemnify, defend and hold Vibrantz and its affiliates harmless against any claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: a) Customer’s, its Personnel’s or a Sublicensee’s use of the Software against the terms of the Agreement; or b) Customer’s, its Personnel’s or Sublicensee’s modification of the Software or combination of the Software with materials not supplied by Vibrantz, where such claim alleges infringement of a third party’s Intellectual Property Right. Both Parties shall promptly notify the other Party of any claim it becomes aware of and for which indemnification is sought and shall provide reasonable cooperation, at Customer’s expense, in the defense and settlement of such claim. At Vibrantz request, Customer gives Vibrantz sole control of the defence and settlement. The Customer shall not settle any claim in a manner that imposes any liability or obligation on Vibrantz without Vibrantz’s prior written consent, not to be unreasonably withheld or delayed.
   5. Vibrantz shall defend Customer against a third-party claim that the Software, as supplied by Vibrantz and used in accordance with the Agreement, infringes that third party’s Intellectual Property Right, and shall indemnify Customer against damages finally awarded by a court of competent jurisdiction or agreed in settlement, provided that Customer: a) promptly notifies Vibrantz of the claim; b) gives Vibrantz sole control of the defence and settlement; and c) provides reasonable cooperation. Vibrantz has no obligation under this Section 9.5 to the extent the claim arises from: (i) Customer’s or a Sublicensee’s modification of the Software; (ii) combination of the Software with materials not supplied by Vibrantz; (iii) use of the Software outside the scope of the License; or (iv) continued use after Vibrantz has provided a non-infringing alternative under this Section 9.5. This Section and Section 9.6 state Vibrantz’s entire liability and Customer’s exclusive remedy for any third-party claim that the Software, as supplied by Vibrantz, infringes a third party’s Intellectual Property Rights.
   6. If the Software becomes, or Vibrantz reasonably believes it may become, the subject of an infringement claim, Vibrantz may, at its sole discretion: (a) procure the right for Customer to continue the use of the Software; (b) replace or modify the Software to be non-infringing; or (c) if neither is reasonably available, terminate the affected License and refund Fees prepaid for the terminated portion of the then-current Term.
10. MAINTENANCE AND VERSION UPDATES
    1. The Fees include Customer’s entitlement, during the Term, to receive and install the latest generally available release of the Software, including major releases, at no additional license fee. Vibrantz has no obligation to continue supporting a release once a later release has been made generally available. Please see www.vibrantz.com/innovatint-versions for release notes and version information.
    2. Customer shall install each generally available release, including a major release, within a reasonable period appropriate to the nature of the release and any operational testing reasonably required, and in any event within the period stated in the Documentation or the product security instructions for that release available at www.vibrantz.com/innovatint-security. Customer shall always keep the Software on a supported release.
    3. Vibrantz is not responsible for defects, security issues or loss of functionality to the extent it results from Customer’s continued use of a release that is no longer supported because Customer failed to install an available release within a reasonable period under Section 10.2.
    4. Vibrantz will provide security updates and support for the Software as long as the Agreement is in force, subject to Customer maintaining a supported release in accordance with Section 10.2. Vibrantz has no obligation to support a release that is no longer supported because Customer failed to install an available release within a reasonable period.
    5. Vibrantz may implement changes, modifications and further developments to the Software from time to time through new releases made available under this Section 10. Vibrantz shall not, through such a release, materially reduce the core functionality of the Software as a whole without providing Customer with reasonable advance notice.
    6. Vibrantz will use reasonable efforts to acknowledge a support request from Customer within one (1) business day of receipt. Vibrantz does not guarantee a specific resolution time and will address reported issues on a reasonable-efforts basis, prioritizing them according to their severity and impact.
11. SECURITY NOTIFICATIONS
    1. Vibrantz will notify Customer of an actively exploited vulnerability or a severe security incident affecting the security of the Software or the API after Vibrantz becomes aware of it and will provide available guidance on mitigation pending a fix.
    2. Such information is made available on www.vibrantz.com/innovatint-security.
12. WARRANTIES
    1. Unless otherwise stated in these General Terms, the Software is provided “as is” without warranties of any kind, whether express, implied, statutory, or otherwise. Vibrantz expressly disclaims all implied warranties, including without limitation title, validity, scope, non-infringement, merchantability and fitness for a particular purpose.
    2. Each Party warrants that it has the right and authority to enter into the Agreement.
    3. Vibrantz warrants that, during the Term, the Software will materially conform to the Documentation for the applicable release when installed and used in a supported configuration in accordance with the Documentation and Section 3.2. Customer’s exclusive remedy, and Vibrantz’s entire liability, for breach of this warranty is that Vibrantz will use reasonable efforts to correct the non-conformity within a reasonable time.
    4. The warranty in Section 12.3 does not apply to non-conformity caused by an unsupported release, the Customer environment, unauthorized modification, an unapproved third-party product, or Customer’s failure to apply an available update or mitigation.
13. LIMITATION OF LIABILITY
    1. Neither Party shall be liable for indirect or consequential damages or losses, loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss or corruption of data, howsoever arising, even if that Party had been advised of the possibility of such loss.
    2. Vibrantz’s liability towards the Customer for damages arising under the Agreement shall not exceed thirty percent (30%) of the total Fees paid or payable by Customer under the Order Form in the twelve (12) months immediately preceding the cause of action giving rise to the claim.
    3. The Customer’s liability towards Vibrantz for damages shall not exceed the aggregate Fees paid or payable by the Customer to Vibrantz under the Agreement.
    4. Notwithstanding Section 13.2 above, Vibrantz’s liability towards the Customer for damages arising from a breach of its indemnification obligations under Section 9.5 or from a breach of its data protection obligations shall be limited to three times (3x) the liability cap set out in Section 13.2 above.
    5. The limitations of liability in Sections 13.1-13.4 shall not apply to: (i) personal injury or death; (ii) willful misconduct or gross negligence; (iii) the Customer’s indemnification obligations under Sections 9.4 and 16.2; and (iv) breach of confidentiality obligations.
    6. Notwithstanding the foregoing, Vibrantz shall under no circumstances have any liability or obligations whatsoever towards a Sublicensee in any respect. Customer shall be solely responsible for its relationship with, and liable to, its Sublicensees. No Sublicensee shall have any right to enforce any provision of this Agreement against Vibrantz.
14. CONFIDENTIALITY
    1. The Receiving Party shall: (i) use the Confidential Information solely for the purpose the Agreement, and (ii) protect the Confidential Information with at least reasonable care and in any event no less than the care it uses to protect its own confidential information of a similar nature. The Receiving Party may disclose Confidential Information to its affiliates and employees, directors, advisers, subcontractors and other representatives who have a need to know such information for the purposes of the Agreement, provided that the Receiving Party remains responsible for any breach of this Section 14 by such persons. The confidentiality obligations under this Section shall apply during the term of the Agreement and for a period of five (5) years thereafter. Trade secrets shall be protected for as long as they remain trade secrets under applicable Laws.
    2. The obligations in Section 14.1 above shall not apply to information that the Receiving Party can demonstrate: (i) is or becomes publicly available other than through a breach of the Agreement, (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is lawfully obtained from a third party without breach of any confidentiality obligation; or (iv) is independently developed without use of the Confidential Information. If the Receiving Party is required by legislation or binding decision of an authority to disclose Confidential Information, it shall, to the extent legally permitted, promptly notify the Disclosing Party and reasonably cooperate to limit the scope of such disclosure.
15. DATA PROTECTION
    1. Each Party shall comply with all applicable data protection and privacy Laws in connection with the performance of this Agreement, including Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”) and any national Laws implementing, supplementing, or replacing the same.
    2. To the extent Vibrantz Processes Personal Data on behalf of the Customer as a Processor, such Processing shall be governed by the DPA, which forms an integrated part of the Agreement.
    3. Customer shall not submit Personal Data to the Software unless the Order Form expressly indicates that Vibrantz Processes Personal Data on behalf of the Customer and the DPA is in force between the Parties. If the applicability of the Processing of Personal Data is not expressly indicated in the Order Form, Customer warrants that no Personal Data will be included in the Customer Data, and Vibrantz shall have no liability as a Processor in respect of any Personal Data submitted in breach of this Section 15.3 except as expressly required by applicable Laws.
16. COMPLIANCE, ANTI-CORRUPTION AND SANCTIONS
    1. Each Party shall comply with applicable anti-bribery, anti-corruption and trade-sanctions Laws in performing the Agreement, and neither Party shall offer, give, request or accept a bribe or other improper benefit in connection with the Agreement.
    2. A material breach of this Section 16 is grounds for termination under Section 8, and Customer shall indemnify Vibrantz against losses arising from Customer’s or a Sublicensee’s non-compliance with this Section 16.
    3. To the extent Regulation (EU) 2024/2847 (Cyber Resilience Act) applies, Vibrantz shall comply with its obligations under that regulation. Upon Customer’s reasonable written request, Vibrantz shall provide information necessary to confirm that active security maintenance is in place. Except as expressly required by applicable Laws, Vibrantz shall have no additional cybersecurity-related obligations under the Agreement.
17. GOVERNING LAW AND DISPUTE RESOLUTION
    1. The Agreement, including the arbitration clause, is governed by the laws of Finland without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Finnish Sale of Goods Act (355/1987, as amended) shall not apply to the Agreement.
    2. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal shall consist of three (3) arbitrators. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted, and the arbitration award shall be given in the English language, but evidence may be submitted also in Finnish and witnesses heard in any of the said languages. The Parties shall also be entitled to seek injunctive or other interim relief in relation to a breach of the Agreement in the general courts of Finland.
18. NOTICES
    1. Notices under the Agreement shall be in writing. A notice to Vibrantz must be delivered to Vibrantz Color Solutions Finland Oy, Silkkitehtaantie 5 C, 01300 Vantaa, Finland, or to innovatintsupport@vibrantz.com. A notice to Customer must be delivered to the address or email stated in the Order Form. A notice sent by email is considered valid if an email response confirming the receipt of the same is received from the other Party. Unless a written confirmation of receipt is received earlier, any notice sent shall be deemed to be received seven (7) days after the date of sending.
19. MISCELLANEOUS
    1. Assignment. Vibrantz may assign the Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of assets. Customer may not assign the Agreement without Vibrantz’s prior written consent.
    2. No waiver. No failure or delay by a Party in exercising any right, power, or remedy under the Agreement operates as a waiver of any such right, power, or remedy. No waiver of any provision of the Agreement is effective unless executed in writing and signed by the Party against whom such waiver is sought to be enforced.
    3. Audits. The Customer shall permit Vibrantz, or an external auditor appointed by Vibrantz, to carry out an audit to verify that the Customer is complying with the terms and conditions of the Agreement. The Customer shall provide Vibrantz, or an external auditor appointed by Vibrantz, with such information, documentation, and access to representatives and premises as are reasonably needed to verify that such provisions have been and are being complied with. The Customer agrees to have the audit commence within thirty (30) calendar days of Vibrantz giving notice to the Customer thereof. Any audit under this Section 19.3 will be at the expense of Vibrantz, except where an audit reveals material non-compliance by the Customer with the provisions of the Agreement, in which case the Customer shall be responsible for all costs and expenses associated with the audit and promptly on demand reimburse Vibrantz for such costs and expenses.
    4. Relationship of the Parties. No agency, partnership, joint venture or any other form of legal association is created between the Parties.
    5. Amendments. Any amendments and changes to the Agreement will only be valid if agreed in writing and signed by duly authorized representative of each Party.
    6. Severability. If any provision of the Agreement is held, by the final judgment of a court of competent jurisdiction or the final award of an arbitrator, to be invalid, void, or otherwise unenforceable, such provision shall be enforced to the maximum extent possible to effect the intent of the Parties, or, to the extent incapable of such enforcement, shall be deemed to be deleted from the Agreement, and the remainder of the Agreement shall remain in full force and effect.
    7. Force majeure. Except for any obligation to pay money, no Party will be liable to the other Party for any failure or delay in performance caused by any material, extraordinary, and unforeseeable impediment beyond such Party’s control, including war, natural disaster, general strike, terrorism, riot, or other major disruption, provided that such Party exercises commercially reasonable efforts to resume performance as soon as possible. A Party shall promptly notify the other Party in writing of an event of force majeure and of its expected duration, as well as when the event ceases to exist. If an event of force majeure lasts for more than sixty (60) calendar days, each Party has the right to terminate the Agreement with immediate effect by providing a prior written notice to the other Party.
    8. Surviving provisions. Any terms and conditions that by their nature or otherwise reasonably should survive a termination or expiry of the Agreement, including Section 9 (Intellectual Property), Section 14 (Confidentiality), and Section 17 (Governing Law and Dispute Resolution), shall survive.
    9. Entire agreement. The Agreement is the entire agreement between the Parties concerning its subject matter and supersedes prior agreements and understandings on that subject matter.