Managed Services

1. DEFINITIONS

"D&H Services" refers to the cloud based application services that are developed and licensed to customers and/or Professional Services that are performed by D&H on Your behalf by a third party vendor (such vendors are referred to in this Agreement as a "Third Party Vendor" and their Services are referred to as "Third Party Vendor Services").

"Terms" refers to the terms of this Agreement as well as the additional terms, conditions and policies related to the D&H Services posted online on the Site or a Third Party Vendor's website.

"Territory" means the country in which the D&H Reseller provides services or in which D&H performs the Professional Services, unless otherwise specified for particular D&H Services by D&H.

"User" or "customer" refers to end users, end users or businesses, or anyone below You in the supply chain who purchase or use such D&H Services through a D&H Reseller or directly.

"You" or "Your" in this Agreement refers to any individual or entity who accepts this Agreement, has access to Your account, uses the D&H Services or the Site, or orders the D&H Services, and includes D&H Resellers (defined below) and their customers, as applicable.

2. D&H RESELLERS & CLIENTS

If You are an authorized reseller customer of D&H or one of D&H's affiliates ("D&H Reseller") or client of D&H's Professional Services ("D&H Client"), and unless otherwise agreed to in a separate written agreement between us in respect of Services, You agree that the terms of D&H's customer application and/or any other contract between You and D&H, as modified by this Agreement, govern Your purchase of D&H Services for resale to Your customers as well as use of the Site by You or Your customers. You also acknowledge that Third Party Vendors may have additional policies, agreements, and/or documentation that You must comply with and that it is Your obligation to review and comply with such policies, agreements, and/or documentation.

As a D&H Reseller and/or D&H Client, You acknowledge that You are responsible for the acts or omissions of Your customers , employees, and personnel that use the Site or the D&H Services and confirm that You have disclosed and that Your customers, employees, and personnel have agreed to their responsibilities and obligations under this Agreement. If You become aware that any customer, employees, and personnel are violating their obligations under this Agreement, You will immediately notify D&H. You agree that the financial arrangement between You and D&H is NOT a "paid when paid" arrangement. Accordingly, failure of Your customers to pay for Services purchased will not relieve You of Your obligation to timely pay D&H for the D&H Services ordered by or through you. You are responsible for providing Service support to Your customers.

3. AUTHORITY

By using the Site and the D&H Services, You confirm that You are authorized to form legally binding contracts under applicable laws in the jurisdictions in which the D&H Services are offered.

4. USE, FEES, PAYMENT TERMS AND TAXES

1. USE OF D&H SERVICE(s). Your order will specify, among other things, the term of authorized use of the D&H Services, the fees and other charges for the D&H Services, any special payment terms, the scope of use, and the numbers, types and identifiers of permitted users. You may not use or otherwise access the D&H Services in a manner that exceeds Your authorized use. If You exceed Your authorized use of the D&H Services, then, You will promptly notify D&H and immediately: (i) disable or correct impermissible use; or (ii) purchase additional D&H Services to correspond to actual use. You agree that D&H and the Third Party Vendors may review Your use of the D&H Services, and You will provide any reasonable assistance to verify Your compliance with this Agreement. D&H may suspend or terminate Your use of the D&H Services immediately upon written notice of non-compliance identified in such review, in addition to exercising any other rights or remedies D&H may have.

2. FEES AND PAYMENT TERMS.

   Payment may be accepted by methods made available by D&H from time to time, including credit card, wire transfer, or ACH. You agree to pay the fees and charges for the D&H Services as outlined in the the relevant contractual agreements or registration process and that appear on the Site, as may be amended from time to time. Fees and charges for Services are non-refundable unless otherwise agreed to by D&H. D&H will notify You of any such changes by updating the Site or sending notice by e-mail or regular mail.

   You must pay for Your or Your customers' use of the D&H Services, unless otherwise agreed to by D&H. You authorize D&H to charge any amounts payable by You, in connection with You or Your customers' use of the D&H Services, automatically using the payment method identified in the relevant contractual agreements or as you selected during the registration process or such payment information that You provide thereafter, regardless of the status of Your account with D&H and subject only to the terms and conditions of the agreement between You and Your payment processing provider. Your right to order the D&H Services is subject to any limits established by Your credit card or other payment processing issuer. In respect of all valid credit cards that You provide to D&H for the purpose of payment, if You do not notify D&H prior to the expiration date of such credit card,

   If D&H waives the requirement for You to pay in advance, You must pay within thirty (30) days of the date of the invoice issued by D&H, or within such other time as indicated on the invoice, and You must pay via wire transfer, ACH or such other electronic payment method deemed acceptable by D&H. D&H may require You to provide credit card information as backup for payment in case You do not pay within the time indicated on the invoice. D&H may, in its sole discretion, charge amounts payable by You in USD or in in Your local currency. If You fail to make timely payment You agree that D&H may, in addition to all other rights and remedies provided to D&H hereunder or at law, terminate or suspend the affected D&H Services for both You and your customers without notice. Any invoice or amount owed not timely paid shall bear interest at the rate of one and a half percent (1.5%) per month (18% annum) until paid.

   As pertaining to Services, D&H will charge You a reactivation fee for each cancelled customer account. As pertaining to Professional Services, D&H will suspend all work until payment is issued in full. Wire transfers should include any additional processing fees that may apply, particularly international wire transfers. You are responsible to ensure these additional fees, if any, are added to the wire transfer submitted to us.

   You are responsible for billing and collecting any payments for D&H Services from Your customers, even if Your customer fails to make payment to You, ceases doing so business or suffers an event related to insolvency or bankruptcy

   If at any time Your fees are more than ninety (90) days in arrears, D&H, in its sole and absolute discretion, may deem that You have abandoned Your customers and D&H reserves the right to terminate Your customer accounts with cause and assume ownership of Your customers D&H reserves the right to terminate Your customer accounts with cause and assume ownership of Your customers directly or assign them to other resellers, without any financial consideration or relief whatsoever to You. D&H may assume the billing and support relationship with Your customers directly or may appoint another reseller to do so. D&H may also to establish such a direct relationship with Your customers directly or may appoint another reseller to do so. D&H may also to establish such a direct relationship with Your customers in the event You or D&H terminates Your D&H Reseller account.

3. TAXES. All payments are exclusive of Federal, state, provincial, local or foreign taxes, duties, tariffs, levies and similar assessments. You agree to bear and be responsible for the payment of all taxes, duties, tariffs, levies, fees and charges of any kind, including sales, use, excise or value added taxes, and all other similar charges (collectively, "Taxes") that are imposed on transactions by or under the authority of any government body, excluding Taxes based solely upon D&H's net income. If You are a tax-exempt entity or claim exemption from any Taxes hereunder, You will provide a certificate of exemption upon agreement to this Agreement and, after receipt of valid evidence of exemption, D&H will not charge You any Taxes from which You are exempt.

5. GRANT OF USE RIGHTS; OWNERSHIP; CUSTOMER RESTRICTIONS

1. CLOUD MARKETPLACE. D&H hereby grants to you, conditioned upon payment of applicable fees, a non-exclusive, non-assignable, non-transferable right during the term of Your subscription in the Territory to access and use the Site in furtherance of Your access and use of D&H Services. The Site will include any and all third party licenses in furtherance of the creation and maintenance of the Site.
2. DOCUMENTATION. D&H hereby grants to You a non-exclusive, non-assignable, non-transferable right during the term of Your subscription and/or ant Statements of Work in the Territory to access and use, if any, user documentation relating to the operation and use of the D&H Services that may be provided by D&H to you, as updated by D&H from time to time ("Documentation").
3. CUSTOMER DATA. You hereby grant D&H and applicable Third Party Vendors a non-exclusive, non-transferable, royalty-free worldwide right to use the electronic data specifically pertaining to You and/or Your users that are processed using the Service(s) (collectively "Customer Data") strictly for the limited purpose of providing the Service(s) to You or Your customers, including any end user.
4. OWNERSHIP. You acknowledge and agree that the Site and any and all related software used in connection with the D&H Services contain proprietary and confidential information of D&H or Third Party Vendors or other third parties that is protected by applicable intellectual property rights and other laws. As between D&H and You, all rights, title, and interest in and to all intellectual property rights in the D&H Services and Documentation are owned exclusively by D&H. Except as expressly provided herein, D&H does not grant You (and D&H expressly reserves for ourselves and any of our licensors) any rights, express or implied, or ownership in the D&H Services and Documentation. You hereby grant to D&H a royalty-free, non-exclusive, transferable, sub-licensable, irrevocable, perpetual right to make, use, sell, offer for sale, import, or otherwise incorporate into D&H Services and Documentation, any suggestions, enhancements, recommendations or other feedback provided by You relating to the D&H Services and Documentation.
5. RESTRICTIONS. You shall not (and shall not permit others to): (i) license, sub-license, sell, re-sell, rent, lease, loan, transfer, distribute, time share or grant a security interest in the D&H Services or Documentation or any portion of the Site, or make any of them available for access by third parties, including without limitation, in the manner of a service bureau or hosted application (provided that there is no restriction for a D&H Reseller reselling the D&H Services as permitted under this Agreement); (ii) create derivative works based on or otherwise modify the D&H Services or Documentation; (iii) disassemble, reverse engineer, or decompile the D&H Services; (iv) access the D&H Services or Documentation in order to develop a competing product or service; (v) use the D&H Services to provide a service for others; (vi) use the Site to operate more or different type of applications than permitted by D&H; (v) interfere with or disrupt the D&H Services in any manner; (vi) remove or modify a copyright or other proprietary rights notice on or in the D&H Services or Documentation; (vii) use the D&H Services to reproduce, distribute, display, transmit, or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (viii) use a computer or computer network to cause physical injury to the property of another; (xii) violate any law or regulation; (ix) include, send, store, or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Service(s); (x) temporarily or permanently remove, copy, add, modify, halt, or disable any computer data, computer programs or computer software from a computer or computer network without authorization; or (xi) access the Site or D&H Services by any means other than through the interface provided by D&H to access the Site or D&H Services.
6. RESELLER & CLIENT CONDUCT. You agree that You are responsible for, without limitation, the following: (i) Your implementation of the D&H Services; (ii) protecting the names and passwords of the users of the D&H Services and Site and preventing and notifying D&H of unauthorized use of the D&H Services or Site; (iii) appointing key designated support contacts for purposes of contacting D&H with regard to support questions and/or technical issues and ensuring that such contact information is current with D&H; (iv) the lawfulness of each user's acts and omissions; (v) using the D&H Services, if and when made available to You, for any of Your data containing sensitive information; (vi) using the D&H Services and Site within the permitted scope and only in accordance with the numbers, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which You are permitted to use the D&H Services and Site as set forth in the Terms; and (vii) using the D&H Services and Site only in accordance with applicable documentation.
7. THIRD PARTY SERVICES. Notwithstanding anything to the contrary in this Agreement, Your license to use any Third Party Vendor Services is provided by the Third Party Vendor and not D&H, and is subject to any terms and conditions of services as made available by the Third Party Vendor, including, but not limited to, warranties (if any), ownership of intellectual property, and permitted uses.
8. THIRD PARTY SUPPLIERS AND SOFTWARE. As part of the D&H Services, You may be allowed to use certain software (including related documentation) provided by third party licensors. This software is neither sold nor distributed to You and You may use it solely as part of the D&H Services and subject to any terms of service as made available by the third party, including, but not limited to, warranties (if any), ownership of intellectual property, and permitted uses. You may not transfer such Software outside the D&H Services without specific authorization by D&H to do so.
9. CUSTOMER CONDUCT. You agree that You are responsible for, without limitation, the acts and omissions of your customers as it relates to: (i) this Agreement; (ii) any applicable law; and/or (iii) any policies, agreements, and/or documentation furnished or publicized by a Third Party Vendor.
10. BAD ACTORS. You agree that You shall not and shall ensure that Your customers shall not breach any laws or regulations tied to bribery, corruption, export and sanctions compliance, data privacy, and slamming & cramming.

6. THIRD PARTY VENDOR TERMS

1. You agree and acknowledge that You and Your customers will be bound by additional terms and conditions mandated by Third Party Vendors and that it is Your responsibility to actively familiarize Your company and Your customers with such terms and conditions.
2. You agree and acknowledge that cancellation and renewal terms vary from Third Party Vendor to Third Party Vendor. You acknowledge that You are solely responsible for any fees associated with any renewal or cancellation for the entire term of the applicable billing period.
3. You agree and acknowledge that usage quotas varies from Third Party Vendor to Third Party Vendor. You acknowledge that You are solely responsible for any fees associated with any usage quota.

7. INTELLECTUAL PROPERTY

1. By submitting media and/or information such as text, photos, audio or videos, or any other content to the Site or through the D&H Services (collectively, "Content"), You represent and warrant that such Content does not infringe upon any third party intellectual property right or personal rights, including, but not limited to, patent, copyright, trademark, trade secret, privacy or other intellectual or proprietary right.
2. You will not use the name, trademarks or logos of D&H, its affiliates or any Third Party Vendors without the prior written approval of the respective party. All content included on the Site and in the D&H Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of D&H or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of D&H and protected by U.S. and international copyright laws. All software used on the Site is the property of D&H or its software suppliers and protected by United States and international copyright laws.
3. You agree to be bound by any and all branding guidelines and restrictions of Third Party Vendors concerning their marks, trademarks, trade names, logos, or other intellectual property.
4. You agree not to publicize your relationship with D&H or any Third Party Vendor without express written permission to do so.

8. WARRANTY DISCLAIMER

1. TO THE EXTENT PERMITTED BY LAW, THE SITE AND ALL D&H SERVICES PROVIDED BY D&H ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.
2. D&H DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE REGARDING MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. THIRD PARTY SERVICES ARE PROVIDED AS-IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED; ANY WARRANTY FOR THIRD PARTY SERVICES IS PROVIDED, IF AT ALL, BY THE THIRD PARTY VENDOR FOR SUCH SERVICES. D&H MAKES NO OTHER REPRESENTATIONS, PROMISES, WARRANTIES OR UNDERSTANDINGS OF ANY KIND RELATING TO THE SITE, D&H SERVICES, INCLUDING THIRD PARTY SERVICES, OR CONTENT UNDER THIS AGREEMENT. FOR CLARITY, D&H MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE D&H SERVICES WILL COMPLY WITH APPLICABLE LAWS, AS THEY MAY BE AMENDED FROM TIME TO TIME, AND ANY REGULATIONS ISSUED THEREUNDER. D&H SHALL NOT BE LIABLE TO YOU, YOUR CUSTOMERS OR ANY THIRD PARTY FOR ANY CLAIM OR LIABILITY ARISING FROM OR RELATING TO YOUR USE OF THE D&H SERVICES, INCLUDING THIRD PARTY SERVICES, OR THE SITE, OR FOR ANY CLAIM FOR LOSS OF PROFITS OR GOODWILL, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNIFICATION

You agree to defend, indemnify and hold harmless D&H, its affiliates, its Third Party Vendors, and their respective directors, officers, shareholders, employees, agents, licensors and advisors ("Indemnified Parties"), from and against any claim, demand, liability, damage, losses, judgments, suit, action, or cause of action, costs and expenses (including, without limitation, reasonable legal fees) arising directly or indirectly out of Your, or Your customers', use of the Services or the Site, including, but not limited to: (a) Your breach or violation of any provision of this Agreement or any policies, agreements, and/or documentation furnished or publicized by a Third Party Vendor; (b) Your breach of any law or regulation; and (c) Your use of any Service or the Site, including Your publication or use of Content that infringes the intellectual property rights of any third party, including, but not limited to, patent, trademark, copyright, and trade secret rights.

10. LIMITATION OF LIABILITY

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), RESULTING FROM: (i) THE DISRUPTION, USE OR THE INABILITY TO USE THE D&H SERVICES, THE SITE OR ANY CONTENT FOR ANY REASON; (ii) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE SITE, D&H SERVICES OR THE CONTENT VIOLATES ANY INTELLECTUAL PROPERTY RIGHT; OR (iii) ANY OTHER MATTERS RELATING TO THE D&H SERVICES, THE SITE OR THE CONTENT.
2. YOU SPECIFICALLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES SHALL HAVE NO LIABILITY TO YOU FOR ANY CONTENT DOWNLOADED FROM THE D&H SERVICES. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ANY AND ALL CLAIMS UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING UNDER THESE TERMS OR FROM ANY OF D&H OR AFFILIATE POLICIES OR THE USE OF THE SITE, THE CONTENT, OR THE SERVICES IS LIMITED TO ONE-HUNDRED DOLLARS (USD $100).

11. TERM AND TERMINATION

1. TERM AND TERMINATION. This Agreement shall commence upon Your initial visit to the Site and will remain in force until Your use of the Site and all of Your use of or subscriptions to D&H Services end (i.e. terminate or expire). The initial term of any subscription for D&H Services will be the term specified during the registration process for such Service with D&H through the Site or as applicable in any other written agreements as pertaining to Professional Services. Unless expressly terminated as set forth herein, the subscription to any D&H Services will automatically renew for additional terms at a period equal to the initial term for such Service. You may terminate the subscription to any D&H Services by providing D&H written notice of such termination at least thirty (30) days prior to the end of the then-current term for such Service.
2. EFFECT OF TERMINATION OF SERVICE. Upon expiration or other termination of the D&H Services for any reason as permitted in this Agreement, You must stop using, and D&H will stop providing, the terminated D&H Services. In the event of such termination, D&H will not refund any prepaid fees for such D&H Services. D&H may terminate this Agreement and any D&H Services subscription at any time for any reason, or no reason, without providing any advance notice to You. In the event that You terminate this Agreement for any reason prior to the end of the current subscription term for the D&H Services, you will be billed an amount equal to one month of the then current D&H Services fees.
3. SURVIVAL. Upon termination of D&H Services for any reason, You agree that You will immediately pay all amounts owed to D&H for D&H Services. Any provision required by its construction or required for rights and obligations enforcement, shall survive termination, including, but not limited to, the indemnity provisions, limitations of liability and the survival terms and this Section (Term and Termination).

12. PRIVACY

By using the D&H Services, You agree that D&H may use such data in accordance with D&H's privacy policy available on www.dandh.com. Your use of Third Party Vendor Services may also be subject to the privacy policies of the Third Party Vendor. If applicable, You agree that You have received proper consent from Your customers and their end users to provide their information to D&H for use in connection with D&H Services.

13. GENERAL PROVISIONS

1. ASSIGNMENT. You may not assign Your rights or obligations, whether by operation of law or otherwise without D&H's prior written consent, and any such act by You will be void.
2. NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email with read receipt, except that email shall not be sufficient for notices of termination or regarding a claim. Notices to You will be sent to Your email address that D&H has on file. It is important that Your address is up to date. Notices to D&H must be sent to:
   • legal@dandh.com
     D&H Distributing Company
        
3. FORCE MAJEURE. D&H will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, and will be excused from performance in the event of any failure or delay in fulfilling or performing any term of this Agreement or its performance of the D&H Services, when and to the extent such failure or delay is caused by or results from acts beyond D&H's reasonable control, including without limitation: power, equipment, infrastructure or connectivity issues, strikes, lock-outs or other labor disputes (whether involving its own workforce or a third party's), trespassing, sabotage, theft or other criminal acts, by requirement of law, regulation, order or other governmental action, acts of God, war, terrorism, riot, malicious damage, DDoS attacks, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions.
4. NO WAIVER AND AMENDMENT. D&H will not be considered to have waived any of its rights or remedies described in the Terms unless such waiver is in writing and signed by an authorized representative of D&H. No delay or omission by D&H in exercising D&H rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy by D&H will not preclude further exercise of any other right or remedy. D&H failure to enforce the strict performance of any provision of the terms and conditions in the Terms will not constitute a waiver of D&H right to subsequently enforce such terms and conditions.
5. RELATIONSHIP OF THE PARTIES. You and D&H are independent contractors to each other. Nothing in the Agreement will be interpreted to create a partnership, joint venture, agency, fiduciary or trustee relationship. You will not have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of D&H. D&H may at any time subcontract any or all of D&H obligations hereunder to any third party.
6. GOVERNING LAW – UNITED STATES; VENUE; DISPUTE RESOLUTION; TIME FOR BRINGING ACTION. For transactions within the United States or any other country except Canada, Pennsylvania law without regard to its conflict of law provisions shall govern the interpretation and enforcement of this Agreement, and all matters arising out of or relating to it. You and D&H hereby expressly exclude the applicability of the United Nations Convention for the International Sale of Goods, including the United Nations Convention on the Limitation Period in the International Sale of Goods. The state and federal courts situated in Dauphin County, PA shall be the exclusive venue and jurisdiction of all actions, proceedings and litigation in connection with this Agreement. You and D&H agree that a final judgment in any such action, litigation or proceeding is conclusive and will be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You submit to the exclusive jurisdiction of such courts in Pennsylvania. . You agree that if a dispute arises due to Your failure to pay amounts owed to D&H, You will be responsible for D&H's attorney fees and collections fees. No cause of action arising under or relating to this Agreement may be brought by You more than one (1) year after it first occurs.
7. GOVERNING LAW – CANADA; VENUE; DISPUTE RESOLUTION; TIME FOR BRINGING ACTION. For transactions within Canada only, Ontario law without regard to its conflict of law provisions shall govern the interpretation and enforcement of this Agreement, and all matters arising out of or relating to it. You and D&H hereby expressly exclude the applicability of the United Nations Convention for the International Sale of Goods, including the United Nations Convention on the Limitation Period in the International Sale of Goods. The courts situated in Toronto, Ontario shall be the exclusive venue and jurisdiction of all actions, proceedings and litigation in connection with this Agreement. You and D&H agree that a final judgment in any such action, litigation or proceeding is conclusive and will be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You submit to the exclusive jurisdiction of such courts in Ontario. You agree that if a dispute arises due to Your failure to pay amounts owed to D&H, You will be responsible for D&H's attorney fees and collections fees. No cause of action arising under or relating to this Agreement may be brought by You more than one (1) year after it first occurs.
8. ENTIRETY. This Agreement, together with any subsequent Master Agreements, Statements of Work Agreements, referenced terms, conditions and policies, including those furnished or publicized by Third Party Vendors, are the final and entire agreement between You and D&H and supersede all prior or contemporaneous oral or written agreements, representations, understandings, undertakings and negotiations. In the event of any conflict between this Agreement and any referenced and/or attached documents these terms and conditions shall govern unless such referenced and/or attached document is signed or electronically agreed to by both authorized representatives of each party and manifests a clear intent to override this Agreement.