Direct Software Service Agreement

MANAGER LICENSE AND SERVICES AGREEMENT

Last Updated:  March 17, 2021

This Manager License and Services Agreement (this “Agreement”), effective as of the date this agreement is executed (the “Effective Date”), constitutes a binding agreement between Vacation Rental Partners, Inc. (“VRP”) and you, an entity that manages property listings via the Service (“Manager,” “you,” or “your”). This Agreement sets forth the terms and conditions upon which VRP grants Manager a license to use the VRP websites, GetDirect.io and its subdomains, DirectSoftware.com and its subdomains, including any versions optimized for viewing on a mobile device or any version that is made available on a third-party website with VRP’s authorization; and all other interactive features, services, software and communications provided by VRP (the “Service”). By clicking “I Agree,” you accept all the terms and conditions of this Agreement. If you DO NOT agree to the terms and conditions of this Agreement, DO NOT click “I Agree” or use the Service.

1.              The Service.

VRP makes available a platform to manage rental properties listed by Manager on the Service (“Listed Units”), operations, distribution to online third-party marketplaces, and accept bookings by guests via white label websites. VRP does not own, operate, sell, furnish, provide, rent, manage or control Listed Units or Manager’s services, including real estate, vehicles, boats, and equipment. Manager is solely responsible for determining the appropriateness and suitability of any prospective guest or any activity booked through the Service.

2.              License. 

Subject to Manager’s compliance with the terms, conditions and limitations of this Agreement, including payment to VRP of the fees set forth herein, VRP grants you a limited, revocable, non-exclusive, non-transferable license to access and make use of the Service during the term of the Agreement. This license does not include any resale or commercial use of the Service or their contents; any collection and use of any images or third-party content on the Service; any derivative use of the Service or their contents; any uncompiling, disassembling, reverse engineering, or other such attempts at discovering the source code of any Services; any downloading or copying of account information for the benefit of another company or user; or any use of data mining, robots, or similar data gathering and extraction tools. The Service, or any portion thereof, may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without VRP’s express written consent. You will not access or attempt to access content on the Service through any interface except for the publicly provided websites or applications provided by VRP. 

3.              Intellectual Property.

3.1           The Service and all of the content featured or displayed on the Service, including without limitation text, graphics, photographs, images, sound, and illustrations, and excluding Manager Data, defined in Section 6 (“Content”), is owned by VRP or its licensors, vendors, agents or its Content providers. All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. You agree not to challenge VRP’s ownership of all right, title and interest in and to the Service (or any code underlying the Service).  The Service may only be used for the intended purpose for which such Service is being made available. You are authorized to view, play, print and download copyrighted documents, audio and video found on our Service for personal, informational, and non-commercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Service. The Service, its Content and all related rights shall remain the exclusive property of VRP or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Service.

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to VRP.  We reserve the right to remove any material alleged to be infringing without prior notice and without liability to you. When appropriate, we may also terminate your account.  If you believe that your copyrighted information has been used in a way that constitutes copyright infringement, please send a notice that complies with the requirements of the Digital Millennium Copyright Act to our designated agent at:

Vacation Rental Partners, Inc.
1588 S Main St, #102
Salt Lake City, UT, 84115
Email: help@getdirect.io

3.2           All trademarks, service marks and trade names of VRP used in the Service (including but not limited to: VRP’s name and logo; the Service’s name, design, and any logos) (collectively “Marks”) are trademarks of VRP or its affiliates, partners, vendors or licensors.  You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without VRP’s prior written consent. VRP prohibits the use of the Marks as a “hot” link on or to any other website unless establishment of such a link is approved in advance. You shall not use VRP’s name or any language, pictures or symbols which could, in VRP’s judgment, imply VRP’s endorsement in any written or oral advertising, presentation, brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

4.              Use of the Service.

4.1           You are prohibited from using the Service to post or send any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation. We may fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone inappropriately using the Service.

4.2           Running or displaying the Service or any information or material displayed on the Service in frames or through similar means on another website without our prior written permission is prohibited.  From time to time, the Service may contain links to websites that are not owned, operated or controlled by VRP or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Service. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. We do not endorse, guarantee, or make any representations or warranties regarding any other websites, services, or any other information located or accessible from any other websites or services. If you decide to access any other websites, you do so entirely at your own risk.

4.3           You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (iii) bypass any measures we may use to prevent or restrict access to the Service. We retain the right at our sole discretion to deny access to anyone to this Service, at any time and for any reason, including, but not limited to, for violation of this Agreement.

4.4           You may not post, upload, publish, submit or transmit any content (including but not limited to any text, graphics, images, music, software, audio, video, information or other material) via the Services that (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive as determined in VRP’s sole judgment; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances. In addition to any other remedies, VRP may immediately suspend or terminate any Manager that violates these restrictions.

5.              Bookings.

5.1           If a guest makes a booking at any of your Listed Units, any agreement you enter into with such guest is between you and the guest, and VRP is not a party or responsible for any commitments or obligations contained therein.

5.2           You acknowledge and agree that VRP does not act as an insurer or as a contracting agent for you as Manager. VRP recommends that you obtain appropriate insurance for your business.  Please review any insurance policies that you may have carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of guests (and the individuals the guest invites, if applicable) while renting your Listed Units.

5.3           You acknowledge and agree that you are fully authorized, licensed and permitted to provide your Listed Units, including the authority to license or rent properties. You acknowledge and agree that, as between VRP and yourself, you are responsible for the acts and omissions for your employees, contractors, vendors, agents and all other parties that are involved in providing your Listed Units.

6.              Data Privacy; Security. 

6.1            Data collection and use, including the collection and use of personal information, is governed by VRP’s Privacy Policy, which is incorporated into and is a part of this Agreement.

6.2           VRP shall implement and maintain commercially reasonable technical, physical and organizational security measures intended to protect and safeguard the data that is provided to VRP by or on behalf of you under this Agreement (“Manager Data”). In the event that VRP becomes aware of any breach of security with respect to Manager Data, VRP shall: (i) provide notice of the security breach to Manager; (ii) perform an investigation to learn the cause of such security breach; and (iii) take all steps reasonably necessary to remedy the event and to prevent such security breach from reoccurring.

6.3           Manager is the sole and exclusive owner of its Manager Data.

6.4           VRP may de-identify and/or aggregate Manager Data so that it does not contain personal information ("De-Identified Data").  

6.5           VRP and its licensors may collect, store and process analytics data about the Service and Manager’s use of the Service, that does not contain personal information, such as machine data, technical data, usage data, systems data, data gathered via cookies and other online tracking mechanisms, and other similar types of data ("Analytics Data").  

6.6           VRP is the sole and exclusive owner of all right, title and interest in and to Analytics Data and De-Identified Data, which VRP may use and share for any business purpose in compliance with applicable laws.  Without limiting the foregoing, De-Identified Data and Analytics Data may be aggregated with other data by VRP and used for benchmarking and Service improvement purposes.

6.7           Manager is solely responsible for all Manager Data input into the Service, including its legality and accuracy and the resulting output.  Manager is responsible for backing up any Manager Data input into the Service.

7.              Right to Cancel, Error, Mistakes. 

The Service may contain technical inaccuracies and typographical or other errors in connection with information displayed. VRP assumes no responsibility or liability for such errors, inaccuracies, or omissions. VRP has the right to make changes, corrections or cancellations to such information, at any time, including after confirmation of a transaction. VRP is not responsible for communication failures, errors, difficulties, or other malfunctions or lost, stolen or misdirected transactions, transmissions, messages or entries on or in connection with the Service. The Service may not be continuously available due to maintenance or repairs or due to computer problems, disruptions in Internet service or other unforeseen circumstances.

8.              Service Plans; Payment.

8.1           Service Plans. VRP offers Starter, Professional, and Enterprise service plans. Managers may switch from the Starter to Professional plan at any time and on demand in the Service, provided Manager inputs a minimum of ten (10) Listed Units into the Service.

8.2           Starter Plan. Managers on the Starter plan must have a minimum of one (1) Listed Unit and no more than ten (10) Listed Units. Manager shall pay percentage-based transaction fees (“Transaction Fees”), in addition to a monthly subscription fee (“Subscription Fee”) of $15.00 per Listed Unit per month.  Transaction Fees are 1.9% of any gross revenue associated with a Listed Unit. VRP will charge the Transaction Fees and Subscription Fee to Manager’s payment account at the end of Manager’s thirty (30) day billing cycle beginning on the Effective Date.  At Manager’s option, Manager may pay amounts due via ACH or wire transfer via VRP’s third-party payment processor. In the event a charge associated with a Listed Unit is refunded, VRP shall issue Manager a refund of the Transaction Fee associated with such charge. Manager shall execute a Direct Starter Order Form and pay a one-time setup fee (“Setup Fee”) and one-time implementation fee (“Implementation Fee”), as detailed in Section 8.7.

8.3           Advanced Plan. Managers on the Advanced plan must have a minimum of eleven (11) Listed Units and no more than fifty (50) Listed Units. Manager shall pay Transaction Fees in addition to the following Subscription Fee: $8.00 per Listed Unit per month. Transaction Fees are 0.9% of any gross revenue associated with a Listed Unit. VRP will charge the Transaction Fees and Subscription Fee to Manager’s payment account at the end of Manager’s thirty (30) day billing cycle beginning on the Effective Date. At Manager’s option, Manager may pay amounts due via ACH or wire transfer via VRP’s third-party payment processor. In the event a charge associated with a Listed Unit is refunded, VRP shall issue Manager a refund of the Transaction Fee associated with such charge.  Manager shall execute a Direct Advanced Order Form and pay a Setup Fee and Implementation Fee, as detailed in Section 8.7.

8.4           Professional Plan. Managers on the Professional plan must have a minimum of fifty-one (51) Listed Units and no more than two hundred (200) Listed Units.  Manager shall pay Transactions Fees in addition to a monthly Subscription Fee of $5.00 per Listed Unit per month. Transaction Fees are 0.75% of any gross revenue associated with a Listed Unit. VRP will charge the Transaction Fees and Subscription Fee to Manager’s payment account at the end of Manager’s thirty (30) day billing cycle beginning on the Effective Date. At Manager’s option, Manager may pay amounts due via ACH or wire transfer via VRP’s third-party payment processor. In the event a charge associated with a Listed Unit is refunded, VRP shall issue Manager a refund of the Transaction Fee associated with such charge. Manager will execute a Direct Professional Order Form and pay a Setup Fee and Implementation Fee, as detailed in Section 8.7.

8.5           Total Subscription Fees and Plan Changes. The total amount of Subscription Fees billed to Manager is based on the maximum number of Listed Units (whether active or inactive) in the Service during a thirty (30) day billing cycle. Manager’s plan may adjust based on the number of Listed Units Manager has in the Service.In the event Manager’s number of Listed Units falls above or below the threshold for Manager’s then-current plan, Manager will transition to the new plan at the end of the then-current monthly billing cycle. 

8.6           Trial Period. For fifteen (15) days beginning on the Effective Date, Managers on either the Starter Plan or Professional Plan will be subject to a trial period whereby Manager may add Listed Units, create and accept bookings, utilize features of the Service, and freely cancel the Service at any time (“Trial Period”). In the event Manager cancels the Service before the end of the Trial Period, Manager will not be charged Transaction Fees or Subscription Fees.  In the event Manager continues use of the Service after the Trial Period, Manager will be charged Subscription Fees based on Manager’s maximum number of Listed Units during the entire first thirty (30) day billing cycle (including the Trial Period).  Manager will not be subject to any Transaction Fees that accrued during the Trial Period.

8.7           Setup Fee and Implementation Fee. Managers on the Starter plan shall pay a one-time Setup Fee of $400. Managers on the Advanced plan shall pay a one-time Setup Fee of $750. Managers on the Professional Plan shall pay a one-time Setup Fee of $1,000. Setup Fees will be invoiced at the end of the Trial Period. Upon execution of a Direct Starter Order Form, Direct Advanced Order Form, or Direct Professional Order Form, Manager shall pay a one-time Implementation Fee against which any Setup Fee paid shall be applied as a credit.

8.8           Third Party Add-Ons and Integration Fees. VRP works with certain partners to integrate optional third-party functionality in order to enhance the Service and provide Managers with a better user experience (“Integrations”).  If Manager elects to turn on any such Integrations, Manager may be subject to additional and varying costs (“Integration Fees”). Upon Manager’s selection of any Integrations, Manager agrees to pay applicable Integration Fees as set forth at https://www.directsoftware.com/pricing.  Integrations and Integration Fees are viewable in the Integrations area within the settings page of the Service and can change at any time without prior notice to Manager. Manager will remit payment monthly for any Integration Fees that incurred during a thirty (30) day billing cycle.

9.              Website Development. 

From time to time VRP may create websites, customer relationship management tools and other online features for use by Manager (the “Online Assets”). Manager acknowledges and agrees that the Online Assets are the sole property of VRP and, notwithstanding the inclusion of Manager’s marks, are not a “work made for hire” under the Copyright Act or any other law. To the extent that the foregoing does not apply, Manager hereby irrevocably assigns to VRP, and its successors and assigns, for no additional consideration, Manager’s entire right, title and interest in and to the Online Assets and any intellectual property rights contained therein. Nothing contained in this Agreement shall be construed to reduce or limit VRP’s right, title or interest in the Online Assets. Further, Manager agrees to stop using and return to VRP the Online Assets at VRP’s request or upon the termination or expiration of this Agreement. This section shall not apply to any websites created by Manager (“Manager Assets”), which shall remain the sole property of Manager unless otherwise agreed to by the parties.

10.           Disclaimers.

10.1        YOUR USE OF THE SERVICE IS AT YOUR RISK. THE CONTENT, MATERIALS AND SERVICE  ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER VRP, NOR ANY OF ITS AFFILIATES, SUPPLIERS, SERVICE SUPPLIERS OR LICENSORS WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR MATERIALS PROVIDED ON OR THROUGH THE SERVICE NOR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND SERVICE AT THE DIRECT WEBSITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VRP OR THROUGH THE SERVICE, CONTENT AND SERVICE WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

10.2        MANAGER IS AN INDEPENDENT CONTRACTOR AND NOT AN AGENT OR EMPLOYEE OF VRP OR ITS AFFILIATES. VRP AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF SUPPLIER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. VRP AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. VRP, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS MAKE NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES.

11.           Limitations of Liability; Limitation on Time to File Claims.

11.1        You expressly understand and agree that VRP does not assume any responsibility for and is not liable for any damages to your computer, equipment or other property caused by or arising from your access to, use of, or browsing the Service, or your downloading of any information or materials from this Service. IN NO EVENT WILL VRP, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOSS OF GOODWILL, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USING THE SERVICE, ANY WEBSITES OR APPLICATIONS LINKED TO THE SERVICE, OR THE MATERIALS, INFORMATION OR OTHER CONTENT CONTAINED ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, VRP’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.2        IN NO EVENT SHALL VRP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE SERVICE FEES YOU PAID TO VRP HEREUNDER IN THE SIX MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED.

11.3        TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT YOU WILL BRING ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATING TO YOUR ACCESS OR USE OF THIS SERVICE WITHIN ONE (1) YEAR FROM THE DATE ON WHICH SUCH CLAIM OR ACTION AROSE OR ACCRUED OR SUCH CLAIM OR CAUSE OF ACTION WILL BE IRREVOCABLY WAIVED.

12.           Indemnity. 

You agree to defend, indemnify and hold VRP and its affiliates, and its and their equity holders, directors, officers, employees and agents, harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use or misuse of the Service or your placement or transmission of any message or information on this Service by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights, including any such violation arising from Content, or VRP’s use of Content; (iv) your violation of any law, rule or regulation of the United States or any other country, including data protection laws; or (v) any claim or damages that arise as a result of any information or data that you provide to VRP.

13.           Term; Termination; Survival.

13.1        Subject to Section 8.6 above, unless otherwise set forth in an Order Form, the Agreement will commence on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”). After the expiration of the Initial Term, the Agreement shall automatically renew pursuant to the then-current pricing schedule available at https://www.directsoftware.com/pricing for successive one (1) year periods unless Manager provides VRP with sixty (60) days prior written notice of its intent not to renew (“Notice of Termination”). In the event of termination, Manager shall be responsible for all payments due in connection with its then-current billing cycle, in addition to the two (2) billing cycles following Manager’s Notice of Termination.

13.2        Manager will have a period of thirty (30) days from the date of the Notice of Termination or termination date to request access to the Manager Data maintained by VRP (“Transition Period”). Upon expiration of the Transition Period, VRP shall permanently delete all Manager Data.

13.3        In the event Manager fails to pay any fees required under this Agreement, VRP will provide notice to Manager and an opportunity to cure any non-payment within fifteen (15) days of such notice (“Cure Period”). In the event Manager’s failure to pay continues after the Cure Period, VRP reserves the right to suspend Manager’s access to the Service until payment has been made. VRP reserves the right to terminate this Agreement in the event Manager continuously fails to pay any required fees under this Agreement (“Chronic Failures”). In the event of VRP’s termination for Chronic Failures, Manager will not receive any prorated refunds.

13.4        VRP reserves the right to terminate this Agreement if Manager is inactive on the Service or does not have at least one (1) Listed Unit in the Service for at least a period of one (1) year from the Effective Date.

13.5        All provisions of this Agreement that by their nature are intended to extend beyond the termination of this Agreement for any reason shall survive the termination of this Agreement.

14.           Miscellaneous.

14.1        Governing Law and Venue. This Agreement, and any disputes arising hereunder, shall be governed by the laws of the state of Illinois, United States, without regard to its conflicts of law principles.  Customer agrees to exclusive jurisdiction and venue in the state and federal courts having jurisdiction in Cook County, Illinois, U.S. and irrevocably consents to personal jurisdiction in such courts.  The parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) to this Agreement.

14.2        Compliance with Laws.  Each party shall comply with all applicable laws, rules and regulations relating to its performance under this Agreement.  Without limiting the generality of the foregoing, Manager shall comply with all applicable import and export laws and regulations related to the Service for the country where the Service is used by Manager as well as with all applicable United States export laws (collectively, the "Export Laws").  Manager shall not, and shall not permit any third party to: (i) export or transmit the Service, directly or indirectly, in violation of Export Laws, including to a country subject to a U.S. embargo; (ii) access or use the Service in violation of any Export Laws; (iii) provide access to the Service across international boundaries except in compliance with any Export Laws, including those of the originating country. 

14.3        Independent Contractors. Both parties shall be, and shall act as, independent contractors.  Neither party shall have authority to create any obligation or make any commitments on the other party’s behalf.

14.4        Notices.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14.5        Use of Names.  Neither party may use the names, trademarks, trade names, service marks, insignia, or logos ("Marks") of the other party without such other party's prior written consent.  Notwithstanding the foregoing, VRP may publically refer to Manager as a customer of VRP online, verbally, and in its marketing materials.    

14.6        Assignment.  This Agreement is not assignable by Manager except with VRP’s prior written consent, and any such assignment in violation hereof is void.  VRP may transfer and assign any of its rights and obligations under this Agreement without consent.

14.7        Force Majeure.  No delay, failure, or default by VRP, will constitute a breach of this Agreement to the extent it results of causes beyond the reasonable control of VRP, including acts of war, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, health crisis, pandemic, earthquake or the like.

14.8        Waiver.  Neither party shall be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit signed, written waiver.  No waiver of a breach of this Agreement by either party will constitute a waiver of any other breach of this Agreement.

14.9        Severability.  In the event a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and if the foregoing is not possible, such provision shall be severed from the Agreement.  All remaining provisions shall continue in full force and effect.

14.10     Entire Agreement.  This Agreement (including any applicable Order Form and all other documents reference herein) constitutes the entire agreement between the parties with regard to the subject matter herein and supersede all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties.  Neither party has relied upon any such prior or contemporaneous communications.  Any amendment or modification to this Agreement must be in writing and signed by the authorized representatives of both parties to be effective.