Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Enquirica software-as-a-service platform, related applications, websites, documentation, and any other services provided by Enquirica AS and its affiliates (“Enquirica”, “we”, “us”, or “our”). These Terms form a binding agreement between you or the entity you represent (“Client”, “you”, or “your”) and Enquirica. By accessing or using the Enquirica Services, you agree to be bound by these Terms.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

"Affiliate" means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity. For purposes of this definition, an entity shall control another entity if it: (i) owns, beneficially or of record, more than 50% of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity.

"Client" or "you" means the organization or individual that has subscribed to use the Services.

"Client Data" means any and all electronic data or information that is: (i) uploaded or inputted by Client to the Platform; (ii) stored by Client via the Services; or (iii) provided by Client to Enquirica in connection with the Services.

"Confidential Information" means any and all non-public, confidential or proprietary information of a Party, including information relating to the existence or content of the Agreement, the Services, the Documentation, Client Data, business operations, products, services, clients, prospects, Intellectual Property, technology, know-how, and trade secrets, whether provided orally, in writing, in computer-readable form or otherwise, and whether or not specifically identified as confidential.

"Documentation" means all documents, user manuals, guides, or other information, available in writing, online or otherwise, relating to the Platform and Services provided by Enquirica.

"Enquirica Intellectual Property" means all Intellectual Property developed by or first conceived or reduced to practice by Enquirica, its Affiliates, licensors, or any third party on Enquirica's behalf relating to the Platform, Platform Data, the Services, the Documentation, and all related products or services.

"Fees" means the subscription fees and any other charges payable by Client for the Services as set forth in the applicable Order Form or subscription agreement.

"Force Majeure" means circumstances beyond a Party's reasonable control, including natural disasters, acts of government, floods, fires, earthquakes, pandemics, epidemics, government-mandated quarantines, publicly declared states of emergency, civil unrest, terrorism, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks.

"Intellectual Property" means any and all ideas, concepts, inventions, methods, processes, know-how, works, software, computer programs and code, algorithms, architectures, structures, user interfaces, databases, designs, plans, drawings, website content, marketing materials, and improvements thereon, and all other forms of intellectual property, whether or not registered or capable of registration.

"Intellectual Property Rights" means any and all patents, copyrights, trademarks, trade names, and other proprietary rights, and all registrations or applications in relation thereto, in effect worldwide.

"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

"Platform" means the Enquirica proprietary online RFQ management software and related functions accessible via web browser or application.

"Platform Data" means: (i) any and all data provided by Enquirica through the Platform; and (ii) any and all data (other than Client Data) generated by the Platform, including all metadata and any Client Data that has been transformed by the Platform or converted into anonymous and/or non-Client identifiable data.

"Process" means any operation performed on data or sets of data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation, alteration, access, retrieval, consultation, use, disclosure, dissemination, alignment, combination, restriction, erasure, or destruction.

"Services" means the Platform services and any additional services provided by Enquirica under this Agreement.

"Supplier" means an individual or entity who may supply goods, materials, or services to the Client and who interacts with the Client through or via the Platform.

"User" means an employee of Client or its Affiliates, or an independent contractor, consultant, or agent of Client or its Affiliates who: (i) is authorized by Client to access and use the Services; (ii) has an active subscription to the Services; and (iii) has been supplied user identification credentials by Client or by Enquirica at Client's request.

1.2 Interpretation

Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation."

Unless otherwise specified, all references to monetary amounts are in United States Dollars (USD) or Norwegian Kroner (NOK) as specified in your subscription agreement.

2. SERVICES

2.1 Scope of Services

Subject to the terms and conditions of this Agreement and payment of applicable Fees, Enquirica shall make the Platform available to Client and its authorized Users. The Services include: Creation and distribution of Requests for Quotation (RFQs); Real-time tracking and visibility of RFQ processes; Centralized management of supplier responses; Automated reminders and follow-ups; Comparison and analysis tools; Data validation and audit trails; Collaboration features for team members.

2.2 Service Availability

Enquirica shall use commercially reasonable efforts to make the Platform Services available 24 hours a day, 7 days a week, except for: Planned maintenance (with advance notice where reasonably practicable); Emergency maintenance required to address security or performance issues; Events beyond Enquirica's reasonable control.

2.3 Service Modifications

Enquirica reserves the right to modify, update, or enhance the Services from time to time. Enquirica will provide reasonable notice of material changes that negatively affect Client's use of the Services.

3. LICENSE GRANT AND RESTRICTIONS

3.1 License Grant

Enquirica hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates and Users), royalty-free license to access and use the Platform during the Term, subject to the terms of this Agreement.

3.2 Use Restrictions

Client shall not, and shall ensure that Users and Affiliates do not: Loan, rent, lease, transfer, sell, or distribute the Services or grant sublicenses to any third party; Modify, combine, or distribute the Platform with any other software in a manner that would subject the Platform to open source license terms; Use the Services to store or transmit infringing, libelous, unlawful, or tortious material; Use the Services to store or transmit material in violation of third-party privacy rights; Use the Services to store or transmit Malicious Code; Interfere with or disrupt the integrity or performance of the Services; Copy, frame, or mirror any part of the Platform except for Client's own internal operational purposes; Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform; Attempt to gain unauthorized access to the Platform or Enquirica's systems or networks; Use the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services; Remove, obscure, or alter any proprietary rights notices on the Platform or Documentation.

4. CLIENT OBLIGATIONS AND RESPONSIBILITIES

4.1 General Obligations

Client shall: Be responsible for the accuracy, quality, and legality of Client Data and the means by which it acquires such data; Obtain all necessary licenses and rights for the use of Client Data by Enquirica under this Agreement; Implement commercially reasonable security measures to prevent unauthorized access to or use of the Platform; Notify Enquirica promptly of any unauthorized access, security breach, or suspected breach; Use the Services only in accordance with this Agreement, the Documentation, and all applicable laws and regulations; Provide and maintain all equipment, software, and internet connectivity necessary to access and use the Services.

4.2 Client Data

Client is solely responsible for: The content, accuracy, and quality of Client Data; Ensuring Client Data does not violate any third-party rights or applicable laws; Backing up Client Data independently; Updating required data inputs, parameters, and settings on the Platform regularly.

4.3 User Management

Client is responsible for: Maintaining the confidentiality of User credentials and passwords; All activities that occur under Client's account and User accounts; Promptly notifying Enquirica of any unauthorized use of accounts; Ensuring Users comply with this Agreement; Any breach of this Agreement by Users or Affiliates.

Client shall indemnify Enquirica for any damages, costs, and expenses resulting from User misuse or breach of this Agreement.

4.4 Cooperation

Client shall provide Enquirica with all necessary information, assistance, and cooperation reasonably requested for the proper functioning of the Platform and performance of Enquirica's obligations.

5. SUPPLIER RELATIONSHIPS

5.1 Platform Purpose

The Platform is designed to facilitate RFQ creation, distribution, supplier engagement, and response management. Enquirica provides the tools to streamline these processes but is not involved in any commercial relationships between Client and Suppliers.

5.2 Supplier Agreements

Client may enter into agreements with Suppliers ("Supplier Agreements") contacted through the Platform. Enquirica: Is not a party to any Supplier Agreement; Has no role in negotiating or completing any Supplier Agreement; Makes no representations or warranties regarding any Supplier or Supplier Agreement; Is not an agent or representative of Client or any Supplier; Does not facilitate payments between Client and Suppliers; Has no responsibility for disputes between Client and Suppliers.

5.3 Supplier Disclaimer

SUPPLIERS ARE INDEPENDENT LEGAL ENTITIES AND NOT PARTNERS, AGENTS, OR EMPLOYEES OF ENQUIRICA. ENQUIRICA PROVIDES A PLATFORM FOR CLIENT TO MANAGE RFQ PROCESSES AND COMMUNICATE WITH SUPPLIERS BUT HAS NO CONTROL OVER THE QUALITY, TIMELINESS, RELIABILITY, OR LEGALITY OF ANY GOODS OR SERVICES THAT SUPPLIERS PROVIDE. ENQUIRICA SHALL NOT BE LIABLE FOR ANY ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, OR NEGLIGENCE OF ANY SUPPLIER, OR FOR ANY PERSONAL INJURIES, PROPERTY DAMAGE, OR OTHER DAMAGES RESULTING THEREFROM. ENQUIRICA DOES NOT RECOMMEND OR ENDORSE ANY SUPPLIERS AND RECOMMENDS THAT CLIENT PERFORM ITS OWN DUE DILIGENCE BEFORE ENTERING INTO ANY SUPPLIER AGREEMENT.

6. PRIVACY AND DATA PROTECTION

6.1 Protection of Client Data

Enquirica maintains appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Client Data. Enquirica shall not access Client Data except: In connection with performance of its obligations under this Agreement; To prevent or address service or technical problems; At Client's request for support purposes; As required by applicable law or governmental authority.

Enquirica will not share Client Data with third parties except with subcontractors who require access to perform services on Enquirica's behalf and who are bound by confidentiality obligations.

6.2 Data Retention and Deletion

Enquirica will retain Client Data until deletion in accordance with this Agreement. Except as required by applicable law, Enquirica may delete Client Data: Within 30 days after termination of this Agreement; Within a reasonable period after receiving Client's written deletion request.

Client may request a copy of its Client Data prior to termination.

6.3 Privacy Law Compliance

Client Representations: Client represents and warrants that it complies with all applicable privacy laws regarding the collection, use, Processing, disclosure, and handling of personal information included in Client Data. Client further represents that: It has provided all necessary notices and obtained all consents required by applicable law to enable Enquirica to lawfully Process Client Data; It has full right and authority to provide Client Data to Enquirica; Enquirica's Processing of Client Data as permitted by this Agreement will not violate any applicable laws or third-party rights.

Enquirica Obligations: Enquirica represents and warrants that it will comply with all applicable privacy laws and regulations with respect to the handling of Client Data.

6.4 Data Breach Notification

Enquirica will promptly notify Client of any unauthorized access, acquisition, disclosure, or loss of Client Data that comes to Enquirica's attention. Enquirica will reasonably cooperate with Client in investigating such incidents, at Client's expense, except to the extent the incident was caused by Enquirica's gross negligence or willful misconduct.

7. INTELLECTUAL PROPERTY

7.1 Enquirica Property

Enquirica (and its licensors) retains all rights, title, and interest (including all Intellectual Property Rights) in and to: The Platform, including all updates, enhancements, and modifications; Platform Data; Enquirica Intellectual Property; All Documentation; All Enquirica trademarks, logos, and branding.

Client acquires no rights or licenses to any Enquirica property except as expressly provided in this Agreement.

7.2 Client Property

Client owns all rights, title, and interest in and to Client Data and Client Intellectual Property, including all Intellectual Property Rights therein. Client grants Enquirica a royalty-free, worldwide, non-exclusive license to host, use, copy, reproduce, display, save, Process, and transmit Client Data solely for purposes of operating the Platform and providing the Services.

7.3 Feedback

If Client provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Enquirica shall own all rights, title, and interest in such Feedback. Client hereby irrevocably assigns all rights in Feedback to Enquirica and waives any moral rights in such Feedback to the fullest extent permitted by law.

7.4 Proprietary Notices

Client shall not remove, obscure, or alter any copyright, trademark, or other proprietary rights notices that appear on or in the Platform, Services, or Documentation.

8. FEES AND PAYMENT

8.1 Fees

In consideration of the Services, Client shall pay the Fees set forth in the applicable Order Form or subscription agreement. All Fees are stated in the currency specified in your subscription agreement.

8.2 Payment Terms

Payment terms are specified in your subscription agreement. Unless otherwise stated: Fees are due within 30 days of invoice date; Fees are non-refundable except as expressly provided in this Agreement; Fees do not include applicable taxes.

8.3 Late Payment

If any amount owed by Client is overdue by more than 15 days, Enquirica may, without limiting its other rights: Charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower); Suspend Client's access to the Services until payment is received in full; Terminate this Agreement in accordance with Section 9.3.

8.4 Taxes

Fees do not include any sales, use, value-added, or other taxes or duties. Client is responsible for all applicable taxes (excluding taxes based on Enquirica's net income). If Enquirica is required to collect or pay taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client.

8.5 Fee Increases

Enquirica may increase Fees upon renewal of the subscription term by providing at least 60 days' prior written notice to Client.

9. TERM AND TERMINATION

9.1 Term

This Agreement commences on the date Client first accesses the Services (the "Effective Date") and continues for the initial subscription term specified in your Order Form or subscription agreement (the "Initial Term"). Unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term, this Agreement will automatically renew for successive renewal periods of equal length to the Initial Term (each, a "Renewal Term"). The Initial Term and any Renewal Terms are collectively the "Term."

9.2 Termination for Convenience

Either Party may terminate this Agreement at any time upon 30 days' prior written notice to the other Party.

9.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if: The other Party materially breaches this Agreement and fails to cure such breach within 15 days after receiving written notice; The other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, enters into receivership, or ceases to conduct business in the normal course.

9.4 Suspension of Services

Enquirica may suspend Client's access to the Services without liability if: Client breaches any provision of this Agreement; Enquirica reasonably believes suspension is necessary to prevent fraud, security breach, or other threat to the Platform or other clients; Client's account is more than 15 days past due.

Enquirica will use commercially reasonable efforts to provide notice before suspension and to restore access promptly after the issue is resolved. Suspension does not relieve Client of payment obligations.

9.5 Effect of Termination

Upon termination or expiration of this Agreement: All licenses granted to Client immediately terminate; Client must cease all use of and access to the Services; Client must return or destroy all Confidential Information of Enquirica; Enquirica may delete all Client Data in accordance with Section 6.2; All unpaid Fees become immediately due and payable; Neither Party shall be entitled to any refund of Fees already paid, except as expressly provided in this Agreement.

9.6 Surviving Provisions

The following sections survive termination or expiration of this Agreement: Sections 4.3 (User Management - indemnification), 6.2 (Data Retention), 7 (Intellectual Property), 8.1 (Fees owed), 10 (Representations and Warranties), 11 (Indemnification and Limitation of Liability), 12 (Confidentiality), and 13 (General Provisions).

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each Party represents and warrants that: It is duly organized, validly existing, and in good standing under the laws of its jurisdiction; It has full power and authority to enter into and perform this Agreement; Its execution and performance of this Agreement does not violate any other agreement or obligation.

10.2 Client Representations

Client represents and warrants that: Client has (or will obtain) all necessary rights and consents to Client Data to grant Enquirica the licenses provided in this Agreement; Client's use of the Services and provision of Client Data does not and will not violate any third-party rights or applicable laws; Client will comply with all applicable laws in connection with its use of the Services.

10.3 Enquirica Warranties

Enquirica represents and warrants that: It has all rights necessary to provide the Services; The Services will be performed in a professional and workmanlike manner consistent with industry standards; To its knowledge, the Services do not infringe any third-party Intellectual Property Rights.

10.4 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.3, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENQUIRICA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ENQUIRICA DOES NOT WARRANT THAT: THE SERVICES WILL MEET CLIENT'S SPECIFIC REQUIREMENTS OR EXPECTATIONS; THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Enquirica and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: Client's or any User's use or misuse of the Services; Client's or any User's breach of this Agreement; Client Data or any allegation that Client Data infringes third-party rights; Any disputes between Client and Suppliers or relating to Supplier Agreements; Client's violation of any applicable law or regulation.

11.2 Enquirica Indemnification

Enquirica agrees to indemnify, defend, and hold harmless Client from and against any third-party claims that the Services, when used as authorized under this Agreement, infringe such third party's Intellectual Property Rights. Enquirica's obligations under this Section are conditioned on Client: Promptly notifying Enquirica in writing of the claim; Granting Enquirica sole control over the defense and settlement of the claim; Providing reasonable cooperation in the defense.

If the Services become, or in Enquirica's opinion are likely to become, the subject of an infringement claim, Enquirica may, at its option: (i) procure the right for Client to continue using the Services; (ii) replace or modify the Services to make them non-infringing; or (iii) terminate this Agreement and refund prepaid Fees for the unused portion of the Term.

11.3 Limitation of Liability - Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 Limitation of Liability - Cap on Damages

EXCEPT FOR (I) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (II) CLIENT'S PAYMENT OBLIGATIONS, OR (III) BREACHES OF SECTION 3.2 (USE RESTRICTIONS) OR SECTION 12 (CONFIDENTIALITY), THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ENQUIRICA IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.5 Exclusions from Limitation

The limitations in Sections 11.3 and 11.4 do not apply to: Either Party's indemnification obligations under Sections 11.1 or 11.2; Client's payment obligations; Breaches of confidentiality obligations; Gross negligence or willful misconduct; Matters for which liability cannot be limited under applicable law.

12. CONFIDENTIALITY

12.1 Confidential Information

Each Party ("Receiving Party") agrees to maintain the confidentiality of all Confidential Information disclosed by the other Party ("Disclosing Party") and to protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

12.2 Restrictions on Use

Receiving Party shall: Use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement; Not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; Not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody Confidential Information.

12.3 Exceptions

The confidentiality obligations do not apply to information that: Is or becomes publicly available through no breach of this Agreement by Receiving Party; Was rightfully known to Receiving Party prior to disclosure without confidentiality obligations; Is rightfully received by Receiving Party from a third party without breach of confidentiality obligations; Is independently developed by Receiving Party without use of or reference to Confidential Information; Is approved for release by written authorization of Disclosing Party.

12.4 Compelled Disclosure

If Receiving Party is legally compelled to disclose Confidential Information, it shall: Promptly notify Disclosing Party of such requirement; Cooperate reasonably with Disclosing Party's efforts to seek a protective order or other appropriate remedy; Disclose only the minimum Confidential Information required by law; Use reasonable efforts to obtain confidential treatment for any disclosed information.

12.5 Remedies

Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages are an insufficient remedy. Accordingly, the non-breaching Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond.

13. GENERAL PROVISIONS

13.1 Amendments

Enquirica may modify this Agreement from time to time by posting the modified terms on its website or providing notice to Client. If Client objects to any modification, Client's sole remedy is to terminate this Agreement. Client's continued use of the Services after the effective date of any modification constitutes acceptance of the modified Agreement.

13.2 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent: To an Affiliate; In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Any attempted assignment in violation of this Section is void. This Agreement binds and inures to the benefit of each Party's permitted successors and assigns.

13.3 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to Force Majeure events, provided that the affected Party: Promptly notifies the other Party of the Force Majeure event; Uses commercially reasonable efforts to mitigate the effects and resume performance; Resumes performance as soon as reasonably practicable.

If a Force Majeure event continues for more than 30 consecutive days, either Party may terminate this Agreement upon written notice.

13.4 Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or franchise relationship. Neither Party has authority to bind the other or incur obligations on the other's behalf.

13.5 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Norway, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Oslo, Norway.

The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

13.6 Notices

All notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order Form or subscription agreement. Notices may be delivered by: Personal delivery (effective upon receipt); Registered or certified mail (effective 3 business days after mailing); Email to the address provided (effective upon confirmation of receipt); Recognized overnight courier (effective 1 business day after sending).

13.7 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No waiver shall constitute a continuing waiver or waiver of any other provision.

13.8 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

13.9 Entire Agreement

This Agreement, together with any Order Forms and subscription agreements, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. This Agreement may only be amended by a written document signed by authorized representatives of both Parties.

13.10 Publicity

Neither Party shall issue any press release or make any public statement regarding this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, Enquirica may identify Client as a customer in its marketing materials, website, and customer lists, and may use Client's name and logo for such purposes, subject to Client's trademark usage guidelines.

13.11 Export Compliance

Client shall comply with all applicable export and import laws and regulations