Skip to main contentWhat We Don’t Do With Your Data
- No Ownership: Your data, code, and analyses remain solely yours.
- No Monetization: We never sell or monetize your data.
- No Model Training: Your data isn’t used to train machine learning models.
- No Business Influence: Your data doesn’t inform our decisions, except for helping you debug and give you the best customer service.
- Purely Hosting: We are a hosting platform and interact with your data only for that purpose.
Our Terms of Service
By clicking “Accept,” you (“Customer”) agree to be bound by these terms of service (this “Agreement”), effective as of the date you accept (“Effective Date”), between Customer and LatchBio, Inc., with its principal place of business at 1800 Owens St, San Francisco, CA 94158 (“LatchBio”).
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE LATCHBIO PLATFORM. BY USING THE LATCHBIO PLATFORM, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE LATCHBIO PLATFORM OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE LATCHBIO PLATFORM.
1. DEFINITIONS.
Capitalized terms have the meaning set forth below or as defined within this Agreement.
1.1 “AI Tools” means generative artificial intelligence and machine learning services or applications that are integrated into the LatchBio Platform, including without limitation, third-party large language models.
1.2 “Applicable Privacy Laws” means the data protection, data security and privacy laws and regulations of any jurisdiction applicable to the LatchBio Platform under this Agreement.
1.3 “Customer Content” means any content or information uploaded or transmitted to the LatchBio Platform by Customer or Users, including from Third-Party Services, or other Customer materials provided by Customer or accessed by LatchBio in connection with the Professional Services. Customer Content does not include Performance Data.
1.4 “Documentation” means the technical materials provided by LatchBio to Customer in hard copy or electronic form describing the use and operation of the LatchBio Platform.
1.5 “Fees” mean all subscription fees, usage fees, fees for applicable credits, and any other amounts specified in an invoice issued under and governed by this Agreement.
1.6 “LatchBio Platform” means LatchBio’s cloud software application which enables data manipulation and analysis, organization, storage, and collaboration tools.
1.7 “LatchBio Property” means the LatchBio Platform, Performance Data, the Documentation, any deliverables provided as part of Professional Services, and all applicable software, data, or technical information used by LatchBio or provided to Customer in connection with the foregoing.
1.8 “Personal Data” means Customer Content that constitutes “personal data,” “personal information,” or “personally identifiable information” defined in Applicable Privacy Laws or information of a similar character regulated thereby, except that Personal Data does not include such information pertaining to Customer personnel who are business contacts for LatchBio, or such information received by LatchBio directly or from other sources (such as its other customers) independent of LatchBio’s relationship with Customer.
1.9 “Performance Data” means general performance and usage data about the LatchBio Platform, including Customer’s use of the LatchBio Platform (such as technical logs). Performance Data does not include any Customer Content.
1.10 “Professional Services” means any integration, onboarding, training, or other services related to the LatchBio Platform performed by LatchBio for Customer, as identified on a Professional Services Order Form.
1.11 “Professional Services Order Form” means an order form executed by the parties that references this Agreement which specifies the scope, schedule, fees, and applicable terms of any Professional Services provided by LatchBio.
1.12 “Third-Party Service” means any third-party service or application connected to, or integrated with, the LatchBio Platform by or on behalf of Customer.
1.13 “Users” means employees and independent contractors who are authorized by Customer to access the LatchBio Platform pursuant to Customer’s rights under this Agreement.
2.1 Subscription to the LatchBio Platform. Subject to the terms and conditions of this Agreement, LatchBio hereby grants to Customer a revocable, non-sub-licensable, non-transferable (except as provided in Section 14.2), non-exclusive right to access and use the LatchBio Platform and accompanying Documentation solely for Customer’s internal business purposes.
2.2 Access. Each User will be provided access to and use of the LatchBio Platform through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual User to access the LatchBio Platform. Customer is responsible for maintaining the confidentiality of all Users’ account credentials and is solely responsible for all activities that occur under these User accounts. Customer will promptly notify LatchBio of any actual or suspected unauthorized use or access to its account.
2.3 Restrictions. Customer will not, and will not permit any User or other party to: (a) allow any third party to access the LatchBio Property except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the LatchBio Property for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the LatchBio Property, except as permitted by law; (d) use any automated software, devices or other processes to “scrape,” extract, or download data from the LatchBio Property (other than Customer Content) without the prior written consent of LatchBio; (e) interfere in any manner with the operation of the LatchBio Property or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the LatchBio Property without the prior written consent of LatchBio; (f) attempt to access the LatchBio Property through any unapproved interface; (g) attempt to circumvent any usage restrictions of the LatchBio Property; (h) modify, copy or make derivative works based on any part of the LatchBio Property; (i) access or use the LatchBio Property to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of LatchBio or its licensors on the LatchBio Property or any copies thereof; or (k) otherwise use the LatchBio Property in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation or this Agreement.
2.4 Suspension. LatchBio reserves the right to suspend Customer’s or any User’s access to the LatchBio Platform at any time and for any reason or no reason including without limitation for any failure, or suspected failure, to comply with the restrictions set forth in Section 2.3. LatchBio may also suspend Customer’s or any User’s access to all or any part of the LatchBio Platform, without notice and without incurring any resulting obligation or liability, if: LatchBio believes, in its good faith and reasonable discretion, that Customer’s or any User’s use of the LatchBio Platform poses a risk to the security or integrity of LatchBio’s systems, interferes with LatchBio’s ability to reliably provide the LatchBio Platform to other customers, or may subject LatchBio to liability. LatchBio will use reasonable efforts to notify Customer or the applicable User(s) prior to suspension and will restore access to Customer or the applicable User(s) as soon as such risks no longer apply.
2.5 Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. The Customer Content will not: (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the LatchBio Platform; or (c) violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Privacy Laws.
2.6 Third-Party Services. Customer may elect to link certain Third-Party Services to the LatchBio Platform. Customer is responsible for enabling the integration of each Third-Party Service, and by doing so, Customer acknowledges that: (a) LatchBio may access any Customer Content provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing LatchBio to share Customer Content (including Personal Data where directed) with the providers such Third-Party Services. Third-Party Services are not under the control of LatchBio and LatchBio is not responsible for any Third-Party Services. Customer’s use of the Third-Party Services is governed by the Customer’s agreement with providers of the Third-Party Services. Customer acknowledges and agrees that, for the purposes of Applicable Privacy Laws, each of LatchBio and providers of any Third-Party Service are not processors or subprocessors of Personal Data with respect to each other.
Customer acknowledges that LatchBio may make Open Source Software (“OSS”) available on the LatchBio Platform. Such OSS is provided as-is, subject to its original license terms, and LatchBio assumes no liability or warranty with respect to (i) the accuracy, performance, or functionality of such OSS or (ii) any agreements between Customer and the OSS providers.
2.7 Use of AI Tools. The LatchBio Platform may incorporate or be provided with the assistance of AI Tools. Customer Content will be shared with Third-Party Services that provide the AI Tools in order to provide the LatchBio Platform. CUSTOMER ACKNOWLEDGES THAT THE SERVICES LEVERAGE AI TOOLS AND THAT LATCHBIO IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD LATCHBIO LIABLE, FOR ANY THIRD-PARTY AI TOOLS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE LATCHBIO PLATFORM COMPLY WITH ALL APPLICABLE LAWS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE LATCHBIO PLATFORM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY INFORMATION FROM THE LATCHBIO PLATFORM TO DETERMINE IF IT IS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.
3. PROFESSIONAL SERVICES.
3.1 Services. LatchBio will provide the Professional Services as set forth in a Professional Services Order Form. The Professional Services and any deliverables provided as a part thereof may only be used in conjunction with the LatchBio Platform. All Professional Services will be provided remotely unless otherwise agreed in the applicable Professional Services Order Form.
3.2 Cooperation. Customer will reasonably cooperate with LatchBio in the performance of the Professional Services. Such cooperation may include (a) the appointment of a single point of contact for all matters related to the Professional Services, (b) the provision of reasonable remote network access to those Customer systems that utilize the Professional Services, and (c) making suitably trained personnel with sufficient knowledge of Customer’s systems available during normal business hours. Customer acknowledges that in order to perform the Professional Services, LatchBio may be required to have access to certain Customer Content.
4. SUPPORT.
Subject to the terms and conditions of this Agreement, LatchBio may (but is under no obligation to) provide Customer with support or maintenance services for the LatchBio Platform in accordance with industry standards. However, LatchBio does not guarantee the availability of any specific support or response times and is not obligated to provide any particular level of support.
5. FEES AND PAYMENT.
5.1 Fees. Customer will pay LatchBio the Fees set forth in the applicable invoice within thirty (30) days from the date of such invoice. Fees are non-refundable (except as expressly set out in this Agreement) and are not eligible for set off. Customer will maintain complete, accurate and up-to-date Customer billing and contact information. LatchBio reserves the right to adjust the Fees at any time. Any such Fee increase will be effective at the start of your next billing cycle following the notice period, provided that LatchBio delivers written notice at least thirty (30) days in advance email to suffice. Customer’s continued use of the LatchBio Platform after receiving notice of the Fee increase will constitute acceptance of the change.
5.2 Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on LatchBio’s income.
5.3 Late Payment. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. LatchBio reserves the right (in addition to any other rights or remedies LatchBio may have) to suspend Customer’s access to the LatchBio Platform if any Fees set forth in the applicable invoice are more than thirty (30) days overdue until such amounts are paid in full.
6. PROPRIETARY RIGHTS.
6.1 LatchBio Property. Customer acknowledges that LatchBio retains all right, title and interest in and to the LatchBio Property, including any enhancements, improvements, or derivatives thereto, and that the LatchBio Property is protected by intellectual property rights owned by or licensed to LatchBio. Other than as expressly set forth in this Agreement, no license or other rights in the LatchBio Property are granted to the Customer.
6.2 Customer Content. Customer retains all right, title and interest in and to the Customer Content. Customer hereby grants to LatchBio a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to access and use Customer Content to provide the LatchBio Platform, Professional Services, and any accompanying support to Customer as set forth in this Agreement.
6.3 Performance Data. LatchBio may monitor Customer’s use of the LatchBio Platform and may collect and compile Performance Data. As between LatchBio and Customer, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by LatchBio. LatchBio may use Performance Data to operate, improve, analyze, and support the LatchBio Platform and for other lawful business purposes, provided that the Performance Data will not identify Customer as the source of such information.
6.4 Feedback. Customer or its Users may give feedback to LatchBio on the use, operation, and functionality of the LatchBio Platform and Professional Services, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, “Feedback”). LatchBio may use and incorporate such Feedback connection with its business, products and services without restriction or consideration to Customer. LatchBio will not identify Customer as the source of any such Feedback. LatchBio acknowledges that all Feedback is provided to LatchBio on an “as is” basis and that Customer is not responsible for LatchBio’s use of any Feedback, including any results therefrom.
7. PRIVACY.
By using the LatchBio Platform, the Customer acknowledges and agrees that any Personal Data uploaded or submitted by the Customer is done at the Customer’s sole risk and responsibility. The Customer is solely responsible for ensuring that it has provided all necessary notices and obtained all required consents, permissions, and rights from relevant third parties to permit LatchBio to receive, process, and use such Personal Data in connection with providing the LatchBio Platform and performing its obligations under this Agreement, in compliance with applicable law.
8. TERM AND TERMINATION.
8.1 Term. The term of this Agreement will commence on the Effective Date and will remain in full force and effect for so long as Customer continues to access or use the LatchBio Platform (“Term”).
8.2 Termination. LatchBio may terminate this Agreement for any reason or no reason at all, at its sole discretion, by providing notice to Customer and
Customer may terminate this Agreement at any time by providing notice to LatchBio and ceasing all access to and use of the LatchBio Platform.
8.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the LatchBio Platform and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Sections 1, 2.3, 5, 6 (excluding any term-limited license grants), 8.3, 9, and 13 will survive the termination of this Agreement.
9. LIMITED WARRANTIES.
Customer represents and warrants that it has all rights necessary to upload and use the Customer Content with the LatchBio Platform and to grant LatchBio all licenses to Customer Content in this Agreement without violating any third-party intellectual property, privacy or other rights, including Applicable Privacy Laws. During the Term, LatchBio warrants that the LatchBio Platform, when used in accordance with the Documentation and the terms of this Agreement, will operate as described in the Documentation in all material respects. If Customer notifies LatchBio of any breach of the foregoing warranty, LatchBio will, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to repair and fix the non-conforming portion of the LatchBio Platform. LatchBio also warrants that the Professional Services will be performed in a professional and workmanlike manner. If Customer notifies LatchBio of any breach of the foregoing warranty, LatchBio will, as Customer’s sole and exclusive remedy, at its option re-perform the Professional Services.
10. DISCLAIMER.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE LATCHBIO PROPERTY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) LATCHBIO AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. LATCHBIO DOES NOT WARRANT OR REPRESENT THAT THE LATCHBIO PROPERTY WILL BE FREE FROM BUGS OR UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE LATCHBIO PROPERTY IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ACKNOWLEDGES AND AGREES THAT LATCHBIO IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD LATCHBIO LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER.
11. INDEMNIFICATION.
11.1 Indemnification by Customer. If any claim, action, demand, suit, or proceeding is brought by a third party against LatchBio or its affiliates, officers, directors, employees, or agents (collectively, the “LatchBio Indemnitees”) arising out of or relating to: (a) Customer Content, including any actual or alleged infringement, misappropriation, or violation of any intellectual property or proprietary rights; (b) Customer’s breach or alleged breach this Agreement; or (c) Customer’s access to or use of the Platform, including any misuse or violation of applicable laws, rules, or regulations, then Customer shall, at its sole cost and expense, (i) defend LatchBio Indemnitees against such claim using counsel reasonably acceptable to LatchBio, and (ii) indemnify and hold harmless the LatchBio Indemnitees from and against any and all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or relating to such claim.
LatchBio shall promptly notify Customer of any such claim; however, any delay or failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such delay or failure. LatchBio may participate in the defense of any claim with counsel of its own choosing at its own expense. Customer shall not settle any claim without LatchBio’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
12. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL LATCHBIO BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL LATCHBIO’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY LATCHBIO FROM CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.
13. GENERAL PROVISIONS.
13.1 Governing Law. This Agreement will be governed by, and all disputes arising under or in connection with this Agreement will be resolved in accordance with, the laws of the State of Delaware, exclusive of conflict or choice of law rules. Notwithstanding the foregoing, nothing will prevent a party from seeking relief in any court of competent jurisdiction for any misuse or misappropriation of that party’s intellectual property rights.
13.2 Assignment; Subcontractors. Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other, except that LatchBio may assign this Agreement without the consent of Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party’s respective permitted successors and assigns. Customer agrees that LatchBio may subcontract certain aspects of the LatchBio Platform to qualified third parties, provided that any such subcontracting arrangement will not relieve LatchBio of any of its obligations hereunder.
13.3 Notices. Any notice under this Agreement must be given in writing. Customer notices to LatchBio shall be sent by email to compliance@latch.bio. LatchBio notices to Customer shall be sent to the email address associated with Customer’s workspace administrator. Notices sent by email are deemed received upon transmission unless a delivery failure is received. To be deemed effective, any email notice of the other party’s material breach pursuant to Section 9.2 must reference Section 9.2.
13.4 Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party (collectively, a “Force Majeure Event”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
13.5 Publicity. LatchBio may use Customer’s name and logo to identify Customer as a customer, including on LatchBio’s website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers. LatchBio will use Customer’s name and logo in accordance with any provided branding guidelines if applicable and LatchBio may not use Customer’s name or logo in any other way without Customer’s prior written consent.
13.6 Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from LatchBio, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the LatchBio Platform provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer acknowledges and agrees that products, services or technology provided by LatchBio are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it will not, without prior U.S. government authorization, export, re-export, or transfer LatchBio products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
13.7 Anti-Bribery. Neither Customer nor any of its Users, personnel, directors, affiliates or officers or any other person acting on their behalf has directly or indirectly made any bribes, rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the form of cash, gifts, or otherwise, or taken any other action, in violation of the Foreign Corrupt Practices Act of 1977 or any other anti-bribery or anti-corruption law (collectively, the “Anti-Bribery Laws”). Customer is not, and has not been, the subject of any investigation or inquiry by any governmental body with respect to potential violations of Anti-Bribery Laws. Customer will immediately notify LatchBio of any breach, suspected breach of, or any investigation into the suspected breach of, the Anti-Bribery Laws by it or any of the aforementioned persons and, upon such notice, LatchBio may, in its discretion, immediately terminate this Agreement.
13.8 U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the LatchBio Platform and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.
13.9 Miscellaneous. This Agreement (as modified by the parties from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. Only a written amendment signed by both parties may modify this Agreement. This Agreement may be executed in counterparts, which taken together will form one legal instrument. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement. 
