TERMS OF SERVICE
Last Updated: October 5, 2020
BINDING EFFECT. THIS IS A BINDING AGREEMENT BETWEEN CUSTOMER (AS DEFINED BELOW) AND CHALICE WEALTH PARTNERS, LLC, A NEVADA LIMITED LIABILITY COMPANY, WITH AN ADDRESS AT 10920 VIA FRONTERA, SUITE 520, SAN DIEGO, CA 92127 (“CHALICE”). BY CLICKING ON THE “ACCEPT” BUTTON, AND SETTING UP YOUR ACCOUNT TO USE THE CHALICE PAY PLATFORM (THE “SERVICE”), YOU AGREE, ON YOUR BEHALF OR ON BEHALF OF YOUR COMPANY OR ORGANIZATION, AS THE CASE MAY BE (“CUSTOMER”), TO BECOME A PARTY TO AND TO ABIDE BY THESE TERMS OF SERVICE (“AGREEMENT”). YOU MUST AGREE, ON YOUR BEHALF OR ON BEHALF OF YOUR COMPANY OR ORGANIZATION, AS APPLICABLE, TO THIS AGREEMENT IN ORDER TO BE ABLE TO ACCESS AND USE THE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ORGANIZATION, YOU HEREBY REPRESENT TO CHALICE THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ORGANIZATION TO THIS AGREEMENT, IN WHICH CASE THE TERMS “CUSTOMER” OR RELATED CAPITALIZED TERMS HEREIN SHALL REFER TO SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT CLICK ON THE “ACCEPT” BUTTON AND DISCONTINUE THE SETTING UP OF YOUR ACCOUNT. SELECTING “ACCEPT” WILL BE THE LEGAL EQUIVALENT OF YOUR OR COMPANY’S OR ORGANIZATION’S, AS THE CASE MAY BE, SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING.
This Agreement is entered into as of the date that you accept the terms hereof and register your account to use the Service ("Effective Date").
Upon Customer’s full compliance with the terms and conditions contained in this Agreement, including payment of all amounts due for use of the Service by Customer (collectively, “Fees”), as more fully set forth in the then-current Pricing Schedule (as defined below), Chalice agrees to provide Customer with access to the Service for Customer’s internal use only. The Service provides the facility to issue invoices and request refunds relating to advisory services provided by or to users of the Service, which are managed through the Service dashboard as well as providing the ability to pay invoices and receive refunds through the Stripe, Inc. Payment platform. The Service does not store payment information, and passes all information directly to Stripe, Inc. via their API. All payment processing is provided by Stripe Inc. and is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). Customer is solely responsible for all sums owed to its customer or advisor, as the case may be, Customer’s bank or credit card issuer and for transactions and purchases processed through the Services. Chalice does not act as Customer’s agent or on Customer’s behalf and is not a participant in any transaction between users of the Service. BY AGREEING TO THIS AGREEMENT AND OTHERWISE USING THE SERVICE, YOU AGREE ON YOUR BEHALF OR ON BEHALF OF YOUR COMPANY OR ORGANIZATION, AS APPLICABLE, TO BE BOUND BY THE STRIPE SERVICES AGREEMENT, AS THE SAME MAY BE MODIFIED BY STRIPE FROM TIME TO TIME. Every reasonable effort will be made to avoid unscheduled downtime of host systems; however, uninterrupted access to the Service is not guaranteed or implied. The management, performance, security, data protection and accessibility of Customer’s computing equipment are the sole responsibility of Customer. Customer shall be responsible for its use of the Service and for ensuring that the Service meets Customer’s requirements.
2. PRICING SCHEDULE.
The Fees for use of the Service are set forth in a schedule of fees published by Chalice or otherwise provided to Customer by Chalice (“Pricing Schedule”). The Pricing Schedule will in each case set forth, as applicable, the applicable Service feature and corresponding Fees. Each Pricing Schedule upon publication by Chalice or being provided to Customer by Chalice, as the case may be, will be fully incorporated into and governed by the terms and conditions of this Agreement.
3. SUBSCRIPTION PERIOD.
The term of this Agreement shall be the subscription term set forth in the Pricing Schedule corresponding to the Fee paid by Customer, and shall automatically renew for successive renewal terms of the same duration, in each case, unless terminated earlier as set forth herein (collectively, “Subscription Period”).
Subject to all of the terms and conditions herein, Chalice hereby grants Customer, during the Subscription Period, a limited, non-transferable, revocable, terminable, non-exclusive license, without the right to sublicense, to access and use the Service and the accompanying written materials we provide (“Documentation”) solely for Customer’s internal use only and to thereby use the functionality of the Service only for Customer’s issuance or payment of advisor invoices, and request and payment of refunds. The Service will not be available for use once the Subscription Period has terminated.
5. USE OF CREDENTIALS.
Customer shall implement reasonable controls to ensure that the Service is accessed and used only by authorized employees, consultants, or other representative of Customer who have been provided access credentials to the Service by Customer (“End Users”). Customer shall be responsible for maintaining the confidentiality of user names and passwords used to access the Service. Customer acknowledges and agrees that all user names and passwords used to access the Service are stored with AWS and that AWS may at its discretion and from time to time use affiliates and/or various third party providers to store user names and passwords used by Customer to access the Service.
The Service and Documentation are copyrighted by Chalice. Customer acknowledges that the Service (and its structure, organization, and software code) constitute valuable trade secrets of Chalice. Accordingly, Customer shall not: (i) copy, modify, adapt, alter, translate, port or create derivative works of the Service, any contents of materials on the Service (other than Customer Data) or other Chalice materials, including Documentation; (ii) permit third parties to use the Service; (iii) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Service or any information therein (other than Customer Data) or use or permit the use of information on the Service to prepare any comparison to other information databases that is or will be provided to third parties; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for or any other proprietary information or trade secrets from the Service; (v) remove, alter, or obscure any proprietary notices (including, without limitation, any copyright and trademark notices) of Chalice or its licensors and suppliers from the Service or Documentation; (vi) disseminate performance-related information relating to the Service; (vii) take any action that may adversely impact or impair Chalice’s or its suppliers’ rights, title and interest in the Service or any part thereof; or (viii) encourage or permit any End User or other third party to engage in any of the foregoing. Customer shall be responsible for ensuring that all End Users comply with the terms of this Agreement, and Customer shall be liable for any breach by any End User of the restrictions or other terms of this Agreement.
7. FEES AND PAYMENT.
Customer shall pay the Fees in accordance with the Pricing Schedule. Payments of Fees shall be processed by Stripe, Inc.
Fees payable to Chalice do not include any local, state, federal or foreign taxes, levies or duties of any nature including value-added, sale, use or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Chalice’s net income. Customer shall pay any additional taxes as are necessary to ensure that the net amounts received by Chalice after all such taxes are paid are equal to the amounts that Chalice would have been entitled to in accordance with this Agreement as if the taxes did not exist. If Chalice has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Chalice with a valid tax exemption certificate authorized by the appropriate taxing authority.
Chalice shall use commercially reasonable efforts to make the Service available to Customer during Customer’s normal business hours without material interruption, except for (a) maintenance and repairs to hardware or software related to the Service; and (b) any loss or interruption due to causes beyond the control of Chalice, including, but not limited to, third-party infrastructure failure, delay, interruption or failure of telecommunication or Internet transmission.
10. OWNERSHIP; RESERVATION OF RIGHTS.
Chalice shall own and retain all right, title, and interest to the Service and all contents therein (other than Customer Data), to all Documents, to all enhancements, improvements, and derivatives of the foregoing, and to all patents, utility certificates, utility models, industrial design rights, copyrights, database rights, trade secrets, any protection offered by law to Confidential Information, and all registrations, applications, renewals, extensions, combinations, divisions, continuations or reissues of any of the foregoing (collectively, “Intellectual Property Rights”) related thereto. Except as expressly licensed to Customer herein, Chalice on its behalf and on behalf of its licensors reserves all right, title and interest in the Service and Documentation and all associated Intellectual Property Rights therein. The license herein is limited to the Intellectual Property Rights of Chalice and its licensors in the Service and does not include any rights to other patents or Intellectual Property Rights. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with Chalice.
All title and copyrights in and to the Service and the accompanying Documentation are owned by Chalice or its licensors. The Service is protected by copyright laws and international treaty provisions. Therefore, when using the Service, Customer agrees to obey the law and to respect the Intellectual Property Rights of others. Customer’s use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. Customer agrees to abide by laws regarding copyright ownership and use of intellectual property, and Customer shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights.
All names of products and companies used in the documentation, the Service, or other documentation are trademarks of their corresponding owners. Their use in this document is intended to be in compliance with the respective guidelines and licenses.
Customer shall maintain as confidential all Chalice proprietary and confidential information disclosed or learned during the term of this Agreement (“Confidential Information”). The Service and Documentation shall be deemed to be Chalice’s Confidential Information. Customer shall not use the Confidential Information for any other purpose or disclose, transfer or otherwise convey such Confidential Information to any third party without the prior written consent of Chalice. The foregoing obligations of confidentiality and non-use shall continue in effect, with respect to each item of Confidential Information, for so long as none of the below exceptions apply thereto. The foregoing obligations of confidentiality and nonuse shall not apply to information (a) that was lawfully in Customer’s possession prior to the date that such information is disclosed or learned, as evidenced by Customer’s contemporaneous written records; (b) becomes public or available to the public without Customer’s fault or omission; (c) has been lawfully obtained by Customer from a third party which is in lawful possession of such information without any obligation of confidentiality; (d) is required to be disclosed by law, in which case Customer will give Chalice as much advance notice of the proposed disclosure as is practical (including a copy of any written request or order), and will cooperate with Chalice in any effort to limit or restrict such disclosure, via a protective order or otherwise; or (e) that Customer independently developed without, direct or indirect use of the Confidential Information, as evidenced by Customer’s contemporaneous written records.
15. CUSTOMER DATA; SECURITY AND NOTIFICATIONS.
Chalice acknowledges that Customer will own all the information entered by End Users into the Service, including, all advisor information, customer information, invoice records, payment history and refund data (“Customer Data”) uploaded in connection with Customer’s use of the Service. Customer grants Chalice an irrevocable, perpetual, worldwide, non-exclusive license, without right of sublicense, to transmit and host the Customer Data solely as necessary to provide the Service. In addition, as a condition of Chalice enabling payment processing services through Stripe, Inc., Customer agrees to provide Chalice accurate and complete Customer Data, and Customer hereby authorizes Chalice to share its Customer Data with Stripe, Inc. as necessary to process Customer’s requests. Chalice shall establish and maintain safeguards for the Service that are designed to protect against the accidental or unauthorized access, use, alteration or disclosure of Customer Data used with the Service, which in all cases shall be at least as protective as Chalice uses to protect its own data. Chalice shall provide to each of its personnel only such level of access to Customer Data, if any, as is required to perform the tasks and functions for which such personnel is responsible incident to the Service. Chalice shall notify Customer without undue delay, but in any case no later than one (1) business day, after becoming aware of any breach of Chalice security implemented to protect Customer Data, or any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data transmitted, stored or otherwise processed and such notice shall include, without limitation, the following information: (i) the date, nature and scope of the breach or access; (ii) the extent or level of impact on Customer or its Customer Data associated with such breach or access; (iii) a proposed resolution plan for the current breach or access; and (iv) a proposed plan for preventing the reoccurrence or new occurrence of any further breaches or access. Pending implementation by Chalice of the respective plans identified in subclauses (iii) and (iv) above, Chalice will provide Customer with such reasonable co-operation and assistance as may be required to mitigate against the effects of, and comply with any reporting obligations which may apply in respect of, any such breach.
16. DISASTER RECOVERY.
Chalice shall provide disaster recovery and backup capabilities and facilities which will allow Chalice to perform its obligations under this Agreement with minimal disruptions or delays. Chalice will notify Customer immediately of the occurrence of any catastrophic event that affects Chalice’s ability to deliver the Service in accordance with the terms of this Agreement.
17. USER COMMUNICATION.
Chalice reserves the right to send service e-mails notifying you of operational or other changes that may affect or change the Service or our services. Please note that you cannot opt out of such service e-mails because these service e-mails provide information critical for the operation of the Service. YOU HEREBY GRANT US PERMISSION TO SEND YOU ALL SERVICE EMAILS AS DESCRIBED ABOVE.
18. SUPPORT AND MAINTENANCE.
Chalice shall provide a help desk that will be “one point contact” for End Users to lodge incident report and to attend to and solve all minor Service problems/faults which impair Customer’s ability to use the Service or the operations and functionality of the Service. Chalice will periodically perform maintenance on the Service to improve performance. In addition, Chalice will acknowledge and use commercially reasonable efforts to repair or provide work-arounds for any reproducible error, failure or other problem that causes the Service to no longer perform substantially in accordance with the functions specified in the Documentation.
(a) You hereby represents and warrant that you are at least 18 years of age and that you will not access or use the Service for any fraudulent, unlawful or abusive purpose. Each party additionally represents and warrants to the other that: (i) this Agreement has been duly accepted and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (ii) it has obtained all rights necessary to perform its obligations under this Agreement; and (iii) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.
(b) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. CHALICE MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE, ANY OF THE INFORMATION THEREIN OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION TRANSMITTED THROUGH THE SERVICE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, CHALICE DISCLAIMS ALL WARRANTIES REGARDING THE FOREGOING, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. UNDER NO CIRCUMSTANCE SHALL CHALICE BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM TRANSACTIONS BETWEEN USERS OF THE SERVICE, ANY ADVISORY SERVICES PROVIDED OR PURCHASED BY USERS OF THE SERVICE OR FOR ANY MISUSE, ABUSE, EQUIPMENT MALFUNCTION, OR IF THE SERVICE HAS BEEN ACCESSED, USED, OR OPERATED OTHER THAN IN ACCORDANCE WITH INSTRUCTIONS FURNISHED BY CHALICE OR OTHER THAN AS PERMITTED BY THIS AGREEMENT. CHALICE DOES NOT WARRANT THAT THE SERVICE WILL BE ADEQUATE FOR CUSTOMER’S PURPOSES OR THAT USE OF THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE. CHALICE SHALL NOT BE RESPONSIBLE FOR ANY UPTIME INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, SETTLEMENT OR CANCELLATION OF PAYMENT TRANSACTIONS OR FOR ANY USE OR UNAVAILABILITY OF OR ERRORS IN THE STRIPE, INC. SERVICE. CHALICE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY INVOICE, PAYMENT, REFUND, OR ANY OTHER ITEM OR INFORMATION TRANSMITTED THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS ACCURATE. CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS RELIED ON NO WARRANTIES EXCEPT AS EXPRESSLY STATED IN THIS SECTION, FROM CHALICE OR ANY THIRD PARTY.
20. CUSTOMER DEFENSE AND INDEMNIFICATION OBLIGATIONS.
(a) Customer shall, at its expense, defend Chalice from or settle any actual or threatened claim, proceeding, or suit brought by a third party against Chalice (“Claim”) arising out of or based upon (i) Customer’s use of the Service, including, but not limited to, any invoice or refund request provided by Customer, any payment or refund made by Customer and all related transactions and communications using the Service; (ii) Customer’s transactions with its advisors or customers, as the case may be; and (iii) use of the Service or any information on the Service outside of the permitted scope herein or otherwise in violation of the terms of this Agreement. Chalice shall give Customer prompt written notice of the Claim provided that failure to give such prompt notice shall not relive Customer from its indemnification obligations unless the delay has materially prejudiced Customer’s ability to defend the Claim. Chalice shall grant Customer full and complete control over the defense and settlement of the Claim provided that Customer shall not settle any Claim in any manner that would impose on Chalice any payment or other obligation. Chalice shall provide assistance in connection with the defense and settlement of the Claim as Customer may reasonably request and Chalice shall comply with any settlement or court order made in connection with the Claim other than with respect to any monetary or other obligations imposed on Chalice. Chalice shall not defend or settle any Claim without Customer’s prior written consent. Chalice shall have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer shall have sole control over the defense and settlement of the Claim.
(b) Customer shall indemnify and hold Chalice harmless from and pay (i) all damages, costs, and attorneys’ fees finally awarded against Chalice in any claim under this Section; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Chalice in connection with the defense of a claim under this Section (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the claim); and, (iii) all amounts that Customer agrees to pay to any third party to settle any Claim under this Section.
(c) LIMITATIONS ON LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR CUSTOMER’S VIOLATION OF CHALICE’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE SERVICE, THE RESULTS GENERATED FROM THE USE OF THE SERVICE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED, THE ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICE AND/OR FROM ANY OTHER CAUSE WHATSOEVER. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. IN ANY CASE, CHALICE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICE DURING THE PRECEDING THREE (3) MONTHS OR U.S. $500.00; BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Either party may terminate this Agreement by providing the other party with a written notice of non-renewal of this Agreement prior to the lapse of the then current subscription term. In addition, this Agreement and the license granted herein shall automatically terminate without notice upon the occurrence of any of the following: (i) Customer’s breach of any of the terms contained herein, which is not cured within ten (10) days after Chalice’s notice to Customer; (ii) Customer attempts to use, copy, license, or convey the Service in any manner contrary to the terms of this Agreement or in derogation of Chalice’s Intellectual Property Rights therein; (iii) Customer makes an assignment of Customer’s business for the benefit of creditors, a petition in bankruptcy is filed by or against Customer, a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of all or part of Customer’s property, or Customer is adjudicated bankrupt; (iv) Customer ceases the conduct of Customer’s business in the ordinary course; or (v) the period covered by the Fee paid lapses. Immediately upon termination of this Agreement, whether or not Customer receives notice of such termination, the license shall be immediately terminated and Customer shall not have any further rights to use the Service. All rights and remedies conferred herein shall be cumulative and in addition to all of the rights and remedies available to each party at law, equity or otherwise.
22. GOVERNING LAW.
This Agreement will be governed by and interpreted in accordance with the law of the State of California without reference to its choice of law rules. This agreement shall be deemed to be performed in San Diego, CA. Both parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located in San Diego, CA. For any action or proceeding regarding this agreement, and both parties waive any right to object to the jurisdiction or venue of the courts in San Diego, CA. In the event a dispute arises regarding this agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in addition to any other relief to which it is entitled. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
This Agreement and all of the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Chalice.
You shall be responsible for all sales, use and other taxes and all applicable duties, levies and export fees and similar charges imposed by any federal, state or local government entity on the Service licensed to you, excluding taxes based solely upon Chalice’s income.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be deleted and re-interpreted to the extent necessary to comply with law and interpreted and substituted to accomplish the objectives of such provision to the greatest extent possible under applicable law. The remaining provisions of this Agreement will continue in full force and effect.
26. FORCE MAJEURE.
Chalice is excused from performance and shall not be liable for any delay in whole or in part, caused by the occurrence of any contingency beyond the reasonable control either of Chalice or its subcontractors or suppliers. These contingencies include, without limitation, war, sabotage, insurrection, act of terrorism, riot or other act of civil disobedience, act of public enemy, pandemics and effects of shut downs caused by pandemics, failure or delay in transportation, Internet outages or bandwidth limitations, act of any government or any agency or subdivision thereof affecting the terms hereof, accident, fire, explosion, flood, severe weather or other act of God.
27. ENTIRE AGREEMENT.
This Agreement constitutes the entire and exclusive agreement and supersedes all previous agreements between Chalice and Customer regarding the Service. No representations or statements of any kind made by any representative of Chalice, which are not stated herein, shall be binding on Chalice. NO TERM OR CONDITION SET FORTH IN ANY OF CUSTOMER’S SOLICITATIONS, RFPS OR PURCHASE ORDERS SHALL BECOME BINDING ON LICENSOR UNLESS EXPRESSLY AGREED TO IN WRITING BY LICENSOR. This Agreement may be supplemented, amended, or modified only by the parties’ mutual agreement.
28. INDEPENDENT CONTRACTORS.
The relationship between Chalice and Customer is only that of independent contractors. Neither party is the agent or legal representative of the other party, and neither party has the right or authority to bind the other party in any way.
BY CLICKING “ACCEPT” AND SETTING UP YOUR ACCOUNT TO USE THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT; THAT YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU MUST AGREE TO THIS AGREEMENT IN ORDER TO REGISTER AN ACCOUNT FOR AND USE THE SERVICE.