Terms
INTRODUCTIONThank you for selecting File990.org to electronically file your organization’s Form 990 with the IRS.
THIS TERMS OF SERVICE AGREEMENT (the “Agreement”) is a legal contract between OMEGA FINANCIAL, LLC, d/b/a OMEGAFI and d/b/a FILE990.ORG, a Delaware limited liability company (“OmegaFi”, “Software Provider”, "Us", "We" or "Our") and the person or entity purchasing the Service (“You” or “Customer”) describing the services we will provide to you, how we will work together and other aspects of our business relationship.
This Agreement describes the terms governing your use of the online services provided to you through this website, including Content (defined below), updates and new releases (the “Service”).
By clicking “I Agree,” indicating acceptance electronically or by using our Service, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Service.
1. Definitions
a. "Affiliate" means any entity directly or indirectly controlling, controlled by or under common control by another entity. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
b. “CCPA” means the California Consumer Privacy Act of 2018.
c. "Confidential Information" means: (i) a Party's proprietary technology or computer software in all versions and forms of expressions and the Service, (the "Proprietary Technology"); (ii) manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas or know-how related to any of the Proprietary Technology; (iii) information regarding current or proposed products, Services, customers, members, donors, supporters, employees, credit card numbers, bank account information, contracts, audit and security reports, this Agreement, business methods, financial data or marketing data, financial results and projections, company and market strategy, product and competitive sales analysis and plans, product or marketing plans, pricing plans or structures, personnel and recruiting matters and future releases; and (iv) other information disclosed or submitted, orally, in writing, or by any other media, from one Party to the other that should be reasonably understood to be confidential given the nature of the information. Confidential Information may or may not be marked as “Confidential” or “Secret” or with words or marking of similar meaning, and the failure to make such notations upon the physical or electronic embodiments of any Confidential Information shall not affect the status of such information as Confidential Information. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation under this agreement, (ii) was known to the recipient prior to its disclosure by the other Party without breach of any obligation under this Agreement, (iii) is received from a third party without breach of any obligation under this Agreement, or (iv) was independently developed by the receiving party. Subject to the foregoing exclusions, Customer Data shall be Confidential Information.
d. “Content” means the information, writings, images and/or other works that you see, hear or otherwise experience on the website (singularly or collectively, the "Content")
e. "Customer Data" means any data, information or material provided to us or uploaded to the Service by or on behalf of Customer in the course of Customer using the Service.
f. "Customer Equipment" means Customer's computer hardware, software and network infrastructure used to access the Service.
g. "Documentation" means any technical manuals, user documentation and other written materials relating to the operation and functionality of the Service that we may provide to Customer.
h. "Intellectual Property Rights" means copyrights, trademarks, service marks, trade names, patents, trade secrets, database rights, design rights and other related proprietary or statutory rights that have been or subsequently exist pursuant to all applicable laws, statutes, regulations, treaties or common law in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.
i. "Login" means the username and password selected or assigned by Customer or us for each person using the Service.
j. "Malicious Code" means any computer viruses, worms, Trojan horse programs or any other software that is intended to damage or alter a computer system or data.
k. "Software" means those components of our proprietary software and Third Party Software, if any, made available through the Service under this Agreement.
l. "Technology" means all of our proprietary technology (including software modules, database or content within the database, hardware, products, Services, processes, algorithms, user interfaces, URLs, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Licensor in providing the Service.
m. "Third Party Software" means certain software supplied by third parties that we resell, distribute or otherwise provide access to as part of the Service. Customer's use of Third Party Software is governed by the license terms that either come with the Third Party Software or are published by the applicable Third Party Software owner.
2. Electronic Filing
a. Permitted Uses. You may use the Service to electronically prepare and transmit to the IRS a valid Form 990-N or Form 990-EZ for an organization you represent (collectively the “Form 990” or “tax return”), after paying any applicable fee(s) and after proper registration.
b. Verification. When you file your Form 990, the tax return will be transmitted to the IRS by us according to the format the IRS requires. You are responsible for verifying the status of your tax return to confirm that it has been received and accepted by the IRS. If the IRS rejects the filing, you are responsible for filing your Form 990 some other way.
c. Accuracy. You agree to review your tax return for accuracy before electronically filing it.
d. Advice. We do NOT provide any legal, financial, accounting, tax or other professional services or advice when using the Service. You should consult your legal, tax or accounting advisors when you need this type of assistance. You agree that we are not acting as your agent or fiduciary in connection with your use of the Service.
e. Disclosure to IRS. By using the Service to prepare and submit your Form 990, you consent to the disclosure to the IRS of all information relating to your use of the Service.
f. Third Party Providers. You acknowledge that some aspects of the Service are not provided by us directly, and that we may from time to time contract with a third party on your behalf to provide specific services for you (“Third Party Providers”), and you hereby expressly grant to us the authority to take such actions. In addition, you may have the opportunity to engage in commercial transactions with others and Third Party Providers. You understand that all transactions relating to any merchandise or services offered by any Third Party Providers, including but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the Third Party Provider and you. We are authorized to release any Confidential Information and Customer Data to a Third Party Provider for the sole and limited purpose of performing the Services and taking any actions in connection with this Agreement.
3. Fees and Payment for Services
a. Fees. Customer agrees to pay the fee for Service disclosed at the point of purchase. All prices are subject to change without notice. If Customer provides a valid credit card to pay, or if Customer provides valid bank account information, Customer authorizes us to charge Customer's credit card or debit Customer's bank account, as applicable, for all Services purchased. Except as set forth herein, all payment obligations are non-cancelable, and all amounts paid are nonrefundable.
b. Taxes. Except for taxes based on our income, Customer is responsible for payment of all sales, use, gross receipts, excise, access, bypass or other taxes, levies or duties imposed by taxing authorities.
4. ID and Password Security. You may be required to have a Login with unique user identification. We specifically reserve the right to restrict or terminate a user's access upon any actual or perceived unauthorized use of a Login. We may require you to alter any password if we believe it is no longer secure. You shall not permit anyone other than yourself to use your Login to access the Service. You shall not share Login accounts, user identifications or passwords with anyone. You shall not deactivate a named individual's access to the Service and assign such access to another named individual without our prior written consent. You are liable for all access to the Services and activities conducted by any individual accessing the Service using your Login, including such individual's compliance with the terms herein. You agree to notify us immediately if you suspect any unauthorized use of a Login or access to any password.
5. Customer & User Responsibilities. Except as stated herein, Customer shall use the Service solely for Customer’s internal business purposes as contemplated by this Agreement, in compliance with our Acceptable Use Policy. Customer agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. Customer shall (i) notify us immediately of any unauthorized use of any Login or any other known or suspected breach of security, and (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by Customer to be infringing or unlawful. If Customer engages in activity that is not a legitimate use of the Service, such as security penetration tests, stress tests, spamming activity, any activity prohibited by this section, or other activity for which the Service is not intended, such use will be considered a material breach of this Agreement, and we may shut down the Service until such activity ceases.
6. Customer Data
a. Data Usage & License. Customer owns all Customer Data. We do not own any Customer Data. Customer, not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use all Customer Data, and we shall not be responsible or liable for: (i) damages resulting from Customer's reliance on such Customer Data and/or (ii) the deletion, correction, destruction, damage or loss of any data that result from Customer's actions. We are not responsible for restoring lost data or damage to Customer's data that results from Customer's actions. Customer hereby grants to us a non-exclusive, fully-paid and royalty-free license to reproduce, distribute, perform, display and otherwise use the Customer Data solely to provide the Service to Customer according to this Agreement. Customer represents and warrants that: (i) Customer owns or otherwise has the right to grant the license set forth in this section, (ii) the Customer Data does not violate the privacy rights, publicity rights, copyright rights or other rights of any person or entity. We reserve the right (but have no obligation) to investigate and take action in our sole discretion against Customer if Customer violates this provision or any other provision of this Agreement, including without limitation, removing Customer Data from the Service, terminating the Agreement, reporting Customer to law enforcement authorities, and taking legal action against Customer.
b. Data Access & Disclosure. Customer grants to us and our licensors the right to access and disclose Customer Data as necessary to comply with applicable laws and government requests, to operate, provide and maintain the Services, to protect itself or its customers, and to evaluate and improve the performance and implementation of the Service. We reserve the right to perform statistical analysis of user behavior and characteristics and to provide aggregated or statistical analyses of data derived from the Services to third parties, provided that the information is presented in a manner which does not disclose the identity of the Customer. Customer agrees that we own all right, title and interest in any such anonymous statistical analyses and may use and publish such information, provided such information does not identify Customer.
c. Customer Obligations. Customer acknowledges and agrees that Customer is solely responsible for ensuring compliance with any applicable data and privacy protection laws, codes of practice or other legal obligations associated with the collection, use and disclosure of personal information, including disclosure to us as necessary for us to provide the Services and for Customer's use of the Services.
d. USA Processing. Customer consents, on Customer's behalf and on behalf of any other person for which Customer provides Information, including any User, to the processing of Customer Data in the United States of America.
e. Data Transfer & Retention. Customer agrees to promptly download a copy of their submitted return and remove all Customer Data from the Software at Customer’s sole risk and expense. After you pay your fee for Service and submit your Form 990, we shall have no obligation to retain any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession. We shall not be liable to Customer or any third party as a result of such destruction for any reason or under any legal theory whatsoever.
f. Additional Provisions for California Personal Information.
i. This section shall only apply with respect to California Personal Information and to the extent that Customer is a "business" as defined by the CCPA.
ii. When processing California Personal Information in accordance with Customer’s instructions, the parties acknowledge and agree Customer is a business and we are a Service Provider for purposes of the CCPA.
iii. The parties agree that we will process California Personal Information as a Service Provider strictly for the purpose of performing the Service under this Agreement.
iv. The parties agree that we shall not (a) Sell California Personal Information (as defined in the CCPA); (b) retain, use or disclose California Personal Information for any purpose other than for the specific purpose of providing the Service, including retaining, using or disclosing personal information for a Commercial Purpose. For the avoidance of doubt, the foregoing prohibits us from retaining, using or disclosing California Personal Information outside of the direct business relationship between Customer and us.
v. OmegaFi will, without undue delay, inform Customer of OmegaFi’s receipt of any requests from individuals attempting to exercise rights under the CCPA and respond to such requests as instructed by Customer at Customer’s expense. OmegaFi may inform individuals making such requests that the requests should be directed to Customer.
vi. The parties acknowledge and agree that OmegaFi’s access to Personal Information is not part of the consideration exchanged by the parties in respect of the Agreement.
vii. The terms ‘Commercial Purpose,” “Sell,” and ‘Service Provider” shall have the meanings given in the CCPA. “Personal Information” means any information that we have at any time, whether before or after the date this Agreement is entered into, collected, accessed, received, used, disclosed or otherwise processed on behalf of Customer in relation to our provision of the Service to Customer under the Agreement and that constitutes “personal information” under the CCPA.
7. Intellectual Property. All right, title and interest, including all Intellectual Property Rights, in and to the Software, Service, Technology, Documentation and training materials we provide are owned by us or our suppliers, as applicable, and are protected by intellectual property laws, including copyright, patent, trademark, and/or trade secret laws. Customer hereby assigns to us any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Software, Service, Documentation or Technology. We may use such submissions as we deem appropriate in our sole discretion. This Agreement is not a sale and does not convey to Customer any rights or ownership in or related to the Software, Service, Documentation, Technology or the Intellectual Property Rights owned by us and our suppliers. Our name, our logo, and the product names and logos associated with the Service are trademarks or service marks of ours or our suppliers, and no right or license is granted to use them. Customer will not accrue any residual rights to the Software, Technology, Documentation or Service, including any rights to the Intellectual Property Rights in connection therewith. Customer will not remove, deface or obscure any of our or our suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. Any rights not expressly granted herein are reserved to us and our licensors, as applicable.
8. Representations and Warranties.
a. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR PRODUCTS AND SERVICES ARE PROVIDED BY US AND ACCEPTED BY CUSTOMER "AS IS" AND "AS AVAILABLE". EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NON-INFRINGEMENT OR QUIET ENJOYMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE INHERENT RISKS IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER PRIVACY AND PROPERTY, INCLUDING CONFIDENTIAL INFORMATION. WE ASSUME NO LIABILITY FOR ANY DAMAGE, THEFT OR LOSS TO CUSTOMER'S PROPERTY (INCLUDING, WITHOUT LIMITATION, CUSTOMER EQUIPMENT AND CUSTOMER DATA) RESULTING FROM THE ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY UNAUTHORIZED PHYSICAL OR NON-PHYSICAL ACCESS. ANY SUCH DAMAGE OR LOSS WILL BE THE EXCLUSIVE RESPONSIBILITY OF THE THIRD PARTY WHO CAUSED SUCH LOSS OR DAMAGE.
b. WE, OUR AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATION OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
9. Limitation of Liability
a. Limitation of Liability. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR, OR COSTS INCURRED AS A RESULT OF, LOSS OF TIME, LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, TELECOMMUNICATION FAILURES, OR MALICIOUS CODE, HOWEVER ARISING, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROVIDER GOODS AND SERVICES OFFERED THROUGH THE SITE.
b. YOU UNDERSTAND THAT WE WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE ON THE FORM 990. WE SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR RETURN, DELAY IN PREPARING YOUR FORM 990, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO US, ANY ACCESS TO, OR USE OF YOUR PASSWORD AND USER ID BY ANY UNAUTHORIZED PERSON.
c. Liability Limit. IN NO EVENT SHALL OUR AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT YOU PAID FOR THE SERVICE DURING THE TWELVE MONTHS PRECEDING ANY INCIDENT.
d. Other Relief. Customer also agrees any violation of this Agreement may cause irreparable harm to us and monetary damages may not be an adequate remedy. Customer therefore agrees we shall be entitled to any equitable relief, including a temporary restraining order, preliminary injunction or permanent injunction by an appropriate court in the appropriate jurisdiction, enjoining Customer from any violation or threatened violation of this Agreement, in addition to any monetary damages which might occur by reason of Customer's breach of this Agreement.
10. Indemnification. To the extent allowed by law, each party shall indemnify and hold harmless the other party, including Affiliates and each of their respective officers, directors, shareholders, employees representatives, agents, successors and assigns from and against all claims of third parties and all associated losses, to the extent arising out of (a) a party's gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a party of its representations, warranties, covenants or agreements under this Agreement. The above defense and indemnification obligations (x) do not apply to the extent a claim against Customer arises from Customer's use of the Service in violation of this Agreement and (y) shall be Customer's sole and exclusive remedy for any third party claim of infringement or misappropriation of intellectual property rights.
11. Confidential Information
a. Each Party receiving Confidential Information shall (i) protect the confidentiality of the Confidential Information with at least the same degree of protection that it uses with its own Confidential Information, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except Third Party Providers and Affiliates as needed to facilitate the terms of this Agreement), and (iv) limit access to Confidential Information to its employees, contractors, advisors, Affiliates, representatives and agents who are on a need to know basis in order to perform its obligations under this Agreement.
b. Upon written advance notice to the other Party (unless such notice would violate applicable law), one Party may disclose Confidential Information if required to do so under any federal, state or local law, statute, rule, regulation, subpoena or legal process.
c. Our Privacy Policy applies to this Agreement, and its terms are incorporated herein and by this reference made a part thereof. To view our Privacy Policy, visit https://www.omegafi.com/privacy-policy
12. Miscellaneous
a. Entire Agreement. This Agreement, and any information disclosed at the time of purchase, collectively, contains the entire agreement between the par¬ties with respect to the matters set forth herein and supersedes all prior negotiations, writings or other understanding between the parties with respect to the subject matter of this Agreement. This Agreement may not be modified except by a written instrument signed by the Parties hereto or their successors and assigns referring to the particular provisions to be modified. If any provision of this Agreement, shall for any reason or to any extent be held void, voidable, or otherwise unenforceable by any court, the remainder of the provisions hereof and the application of such provisions to other persons or circumstances shall remain in full force and effect. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
b. Force Majeure. Except for Customer's obligation to make payments under this Agreement and notwithstanding anything to the contrary in this Agreement, no party shall be responsible or liable for failure to perform or for delay in performance or any damages because of delays in any of its obligations hereunder that are due to causes beyond its reasonable control. Such causes shall include acts of God, acts of terrorism, acts of civil or military authority, earthquakes, fires, floods, epidemics, quarantine restrictions, accidents, war, riot, transportation, electrical, internet or telecommunication interruptions or slowdowns, vandalism or "hacker" attacks, strikes (other than those involving either Party's employees), or intervention by governmental authority (each such event, a “Force Majeure”); provided that such Party gives prompt written notice thereof to the other Party. Any failure occasioned by the foregoing shall be remedied as soon as reasonably possible.
c. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after mailing via certified mail or overnight courier, return receipt requested; or (iii) the first business day after sending by email to the email address on the signature page for Customer and the designated email below for us, except that notices of termination, breach of this Agreement or an indemnifiable claim may not be sent by email. All notices to Customer shall be addressed to the address provided by Customer to us and held in our account for Customer. We may give electronic notices by email to all email address(es) on record in our account information for Customer. All notices required to be given to us under this Agreement shall be delivered in writing to the following address: 1300 Sixth Avenue, Columbus, GA 31901, Attention: General Counsel or by email to legal@omegafi.com.
d. Governing Law. The laws and regulations of the United States of America and the State of Delaware, as amended, govern this Agreement and all transactions under this Agreement. The parties agree and consent that any cause of action arising under, out of or in any manner relating to this Agreement and any Arbitration proceedings shall be brought in the city of Wilmington, Delaware. The parties irrevocably waive, to the fullest extent permitted by law, any claim, defense or objection which they may now or hereafter have to any proceeding which is brought in such a court where such claim, defense or objection is based on any alleged lack of jurisdiction, improper venue, forum non conveniens, or any similar basis. EACH PARTY ALSO HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT. In the event legal action is necessary to enforce this Agreement, the prevailing party has the right, subject to applicable law, to payment by the other party of all reasonable attorneys' fees and costs, including any appeal and any post-judgment actions, as applicable.
e. Arbitration. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by the applicable law, the arbitrator shall have the exclusive authority to resolve any dispute relating to this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Federal Arbitration Act of the United States shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. Each party shall be responsible for its own costs of the arbitration, including travel, fees and expenses of counsel, and expert and witness fees. Each party shall be responsible for paying 50% of the fees charged by the arbitrator.
f. Successors and Assigns. You may not assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of us, which consent may be withheld in our sole and absolute discretion. Our rights and privileges hereunder may be assigned to: (i) an Affiliate of ours, or (ii) a person, firm, organization, or corporation which is succeeding to any part or all of the business of ours at any time and in the sole discretion of ours, in each case, without prior notice to Customer or without Customer's consent. Upon such assignment, the term "OmegaFi" herein shall thereafter be deemed to mean such assignee. The rights and obligations of the parties hereto shall inure to the benefit of and be binding upon each party’s respective heirs, personal representatives, successors and assigns.
g. United States Use, Export Compliance. We are controlled and operated from within the United States. Without limiting anything else, we make no representation that the Services products, information or other materials available in connection with the Services are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access or use the Services from other locations do so on their own volition and are responsible for compliance with applicable laws. The Services and other products, services and Technology we make available and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents it is not named on any U.S. government denied-party list. Customer agrees not to permit anyone to access or use any Service or Content in a U.S. embargoed country or in violation of any U.S. export law or regulation.
h. Independent Relationship. Except as otherwise authorized by this Agreement, in no event shall a party have the right or power (whether express or implied) to make any representation or warranty (express or implied) on behalf of the other party or otherwise to bind the other party in any way whatsoever, and nothing herein is intended to or shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.
i. Headings. The headings contained in this Agreement are for convenience and reference purposes only and shall in no manner be construed as part of this Agreement.
j. Third Party Beneficiaries. No person or entity not party to this agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.