These Terms and Conditions (“Agreement”) apply to each Subscriber's access and use of Services provided by Spline Data Co., a Delaware corporation whose principal office is located at 212 W Kinzie St FL2, Chicago IL, 60654 (“Spline”). In consideration of the access and use of Services (as defined herein), Subscriber hereby agree as follows:
1.1 Subscriber understands and agrees that its access to the Services is pursuant to a non-exclusive, non-transferable, limited license according to the terms and conditions of this Agreement. “Services” means the provision to Subscriber of the Analytics and any associated services relating to a particular underlying bond transaction for which you have subscribed for Analytics (each, a “Bond Transaction”). “Analytics” means information and data pertaining to municipal bonds and or similar instruments as well as index data and analytics data and includes all information, data and materials provided by Spline that convey information to Subscriber substantially equivalent or related to analytics, in all cases relating to the particular underlying Bond Transaction.
1.2 Subscriber is only permitted to use the Services for its own internal business activities. The term “for its own internal business activities,” means for Subscriber's (a) trading for its own account or for the account of its customers; (b) evaluating, for its own internal business decisions; or (c) provision of advice to its customers on movements or trends in markets, subject to all the limitations set forth herein. Internal business activities does not include the activities of Subscriber's subsidiaries and affiliates.
1.3 Subscriber acknowledges that notwithstanding any agreement, Spline may in its sole discretion, discontinue disseminating Services; modify the Services; change or eliminate its transmission method, speed or signal characteristics; disapprove any Subscriber; terminate any Subscriber's receipt of Services for any reason or no reason; and/or offer to make additions to the Services for additional fees. Spline may also provide any of the Services through any of its Affiliates.
1.4 Subscriber understands and agrees that any features or functions of Services referenced on any website, or in any presentations, press releases or public statements, which are not currently available may not be delivered on time or at all. The development, release, and timing of any features or functionality described for the Service remains at Spline's sole discretion. Accordingly, Subscriber agrees that it is purchasing the Service based solely upon features and functions that are currently available as of the time of this Agreement, and not in expectation of any future feature or function.
1.5 Any rights not expressly granted herein are hereby reserved by Spline.
2. Restrictions and Responsibilities
2.1 Subscriber may only use the Services in a manner permitted by applicable law and regulation. Subscriber shall be solely responsible for compliance with all applicable law and regulation.
2.3 Subscriber will not, directly or indirectly, do any of the following or allow any other person to do any of the following:
- make the Service available to, or use the Service for the benefit of, anyone other than as set forth herein;
- sell, resell, license, sublicense, distribute, rent, transfer, publish, reproduce, or lease any part of the Service, or include the Service in any outsourced offering;
- use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
- use the Service to transmit code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, or Trojan horses;
- interfere with or disrupt the integrity or performance of the Service or any data contained therein;
- attempt to gain unauthorized access to the Service or related systems or networks;
- permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit or other restriction;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation, or data related to the Service;
- copy, modify, translate, or create derivative works based on the Service or any related software;
- access any part of the Service in order to build a competitive product or service; or
- remove any proprietary notices or labels related to the Service or any software related thereto.
2.4 Subscriber represents and warrants that it is not entering into this Agreement behalf of the U.S. Government or any agency thereof including, without limitation the U.S. Department of Defense. Subscriber will not submit any sensitive or personal categories of data as set forth under any applicable data protection laws.
2.5 Subscriber agrees that it will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, the Services, in any format, to any other party or location, nor allow any other person to take, directly or indirectly, any of the Services from such offices or locations, and will adopt and enforce any policy that is reasonable to prevent the Services from being taken therefrom.
3. Term and Termination
3.1 Subject to earlier termination as provided below and Subscriber's strict compliance with this Agreement and all applicable laws and regulations, this Agreement and any applicable license and Services is for the term specified in your agreement with Munichain LLC (the “Term”). If no Term is set forth in your agreement with Munichain LLC (“Munichain”), then the Term shall end five (5) business days following the closing date of the initial sale in the Bond Transaction for which you have subscribed for Services. Notwithstanding the foregoing, Spline may terminate the Agreement at any time by providing at least thirty (30) days' prior written notice to Subscriber. If Spline determines in its sole discretion to discontinue offering or providing the Services or any portion thereof, or otherwise terminate this Agreement, Spline shall have no liability other than to make a prorated refund to Subscriber of any unearned fees prepaid by Subscriber.
3.2 In addition to any other rights it may have, either party may terminate this Agreement for cause: (i) upon thirty (30) days' written notice to the other party of the other party's material breach of a non-payment term of the Agreement, if such breach remains uncured at the expiration of such period or (ii) upon ten (10) days' written notice to the other party of the other party's material breach of a payment term of the Agreement, if such breach remains uncured at the expiration of such period; or (iii) immediately upon written notice to the other party if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
3.3 Upon termination or expiration of this Agreement, (i) the licenses and rights granted to Subscriber shall terminate immediately, (ii) Subscriber shall cease all use of the Services immediately; (iii) Subscriber shall delete any and all Services received under the Agreement and remove all copies of Services from systems, except that Subscriber may retain an archival copy of the Services in a non-production environment for compliance or other regulatory requirements. Subscriber shall certify in writing within ten (10) days of termination that it has fully complied with these requirements.
4. Fees and Payments
4.1 Subscriber will pay all fees associated with the Services (the “Fees”). All amounts are due within thirty (30) days of receipt of an invoice, which is initially expected to be provided by Munichain LLC; provided that Munichain's failure to submit an invoice shall not relieve Subscriber of its payment obligations. All payments shall be in U.S. Dollars and immediately available funds, and shall include all applicable taxes and fees. Fees are subject to modification by Spline at any time, upon 30 days' prior notice to Subscriber.
4.2 If Subscriber believes that Munichain or Spline has billed Subscriber incorrectly, Subscriber must contact Munichain no later than thirty (30) days after receipt of the invoice in which the error or problem appeared. Subscriber shall have no right to any adjustment or credit or refund for any error or problem raised any time after such thirty (30) day period.
4.3 If any amount due is not received by the payment due date, Spline and/or Munichain LLC may, without limiting its other rights or remedies and at it discretion, (i) charge late interest at the rate of 1.5% or the outstanding balance per month, or the maximum rate allowed by law, whichever is lower, from the date such payment was due until the date paid and/or (ii) suspend access to the Service and provision of any other services, on at least ten (10) days' prior written notice, until all outstanding amounts are paid in full.
4.4 Unless otherwise stated, Fees and other charges due under this Agreement do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). Subscriber shall be responsible for paying all Taxes associated with this Agreement. If Spline has the legal obligation to pay or collect Taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Spline with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.5 Subscriber shall be required to pay additional fees for functionality or other services not specified in any order at Spline's then current applicable rate.
5.1 Subscriber may only access the Services via the authorized method. Spline may, at any time, change the manner of its delivery of the Services.
5.2 Subscriber shall maintain strict access to passwords/user IDs used to access Spline's services. Subscriber is solely (and Spline shall not be held) responsible for (a) maintaining the security and confidentiality of Subscriber's access credentials to the Service and (b) any use of, or decisions based on, the Service associated with Subscriber's account, whether or not authorized by Subscriber.
5.3 Subscriber will use its best efforts to: (i) ensure that its partners, officers, directors, employees, representatives, and agents maintain sole control and physical possession of, and sole access to, the Services in Subscriber's possession; and (ii) ensure that no unauthorized access, use, or dissemination of the Services is permitted.
5.4 Subscriber shall take any all actions reasonably requested by Spline to enforce such security and use restrictions and shall otherwise cooperate with Spline to enforce its access and use restrictions.
6. Usage and Reporting
6.1 Subscriber shall maintain full and accurate books and records regarding access to and use of the Services for two (2) years following the period to which the records relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay Spline the reasonable estimate of any discrepancy discovered pursuant to any audit described herein.
6.2 Subscriber agrees to furnish promptly to Spline, any information or reports that may be requested or required by Spline from time to time, which are reasonably related to Subscriber's receipt of Services.
6.3 During the term of this Agreement and for a twenty-four (24) month period thereafter, during regular business hours and subject to reasonable security and confidentiality restrictions acceptable to Spline, any persons designated by Spline may have access to Subscriber's offices or locations in order to observe the manner of access and use made of the Services and to examine and inspect any hardware, software, or devices, as well as any books and records in connection with its receipt, access, and use of Services. Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), to compensate Spline if the audit discovers an unauthorized use of the Services by Subscriber. In addition, at the election of Spline, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in the authorized use of the Services.
7. Covenants, Representations And Warranties Of Subscriber
7.1 Subscriber covenants, represents and warrants as follows:
- it is not engaged in the business of distributing Services;
- it will not offer, market or build any product, services or analytics that are competitive with or similar in substance or scope with the Services or Analytics;
- it is receiving and using the Services as authorized hereunder;
- it will not use or permit any other person to use Services for any illegal purpose or any purpose or use not expressly permitted hereunder;
- it will not use Services in any way to compete with Spline, nor use the Services in any way so as to assist or allow a third party to compete with Spline;
- the provision of Services hereunder is conditioned upon Subscriber's strict compliance with the terms of the Agreement and that Spline may, with or without notice and with or without cause forthwith, discontinue said Service for any reason, including whenever in its judgment there has been any default or breach by Subscriber of the provisions hereof or any applicable law or regulation;
- it has all necessary power and authority to execute and perform the Agreement;
- the Agreement is legal, valid, binding and enforceable against Subscriber;
- neither the execution of, nor performance under, the Agreement by Subscriber violates or will violate any law, rule, regulation or order, or an agreement, document or instrument, binding on or applicable to Subscriber; and
- its access to and use of the Services will be in accordance with all applicable federal, state, and local laws, regulations, and treaties.
7.2 SUBSCRIBER AGREES THAT THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND.
7.3 SUBSCRIBER AGREES AND ACKNOWLEDGES THAT SPLINE AND ITS AFFILIATES AND ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO SUBSCRIBER OR ANY THIRD PARTY WITH RESPECT TO THE AGREEMENT, THE SERVICES, AND THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION: (I) ANY WARRANTIES WITH RESPECT TO THE TIMELINESS, ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR (II) ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED BY SUBSCRIBER OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE SERVICES; OR (III) ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON- INFRINGEMENT; OR (IV) THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE. SPLINE EXPRESSLY DISCLAIMS AND SUBSCRIBER EXPRESSLY WAIVES ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.
7.4 As used herein, “Affiliate” means any person or entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity, and “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Person” means any natural person, proprietorship, corporation, partnership, limited liability company or other organization.
7.5 Reference to a particular investment or security or observation of investment or security is not a recommendation to buy, sell, hold or make any other investment decisions and does not address the suitability of any investment or security. The Services should not be relied on and are not a substitute for the skill, judgement, or experience of Subscriber, Subscriber's management, employees, advisors or clients in making investment or other business decision. Spline is not and shall not be considered to be acting as a fiduciary or advisor of any kind in providing the Services.
8. Limitation of Liability
8.1 SUBSCRIBER AGREES THAT SPLINE AND ITS AFFILIATES, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES DO NOT GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OF ANY OF THE SERVICES, OR ANY COMMUNICATION IN ANY FORM.
8.2 SUBSCRIBER ACCEPTS ALL RISK AND RESPONSIBILITY FOR ITS RECEIPT, USE, OR RELIANCE ON THE SERVICES.
8.3 SPLINE SHALL NOT BE RESPONSIBLE FOR THE TRANSMISSION OR COMMUNICATION OF ANY SERVICES OR THE INSTALLATION OR MAINTENANCE OF ANY EQUIPMENT IN WHICH THE SERVICES ARE ACCESSED.
8.4 SPLINE SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES THEREUNDER, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART, A FORCE MAJEURE EVENT OR ANY OTHER CAUSE, AND WHETHER OR NOT SUFFERED BY SUBSCRIBER OR ANY OTHER PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO: (A) ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE SERVICES OR ITS TRANSMISSION, DELIVERY, RECEIPT, OR USE; OR (B) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY SUBSCRIBER, ITS CUSTOMERS OR ANY OTHER ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS. (C) LOSS OF BUSINESS REVENUES, LOST PROFITS, TRADING LOSSES, GOODWILL, OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.5 IF ANY DISCLAIMER OR WAIVER OF LIABILITY, OR ANY PART THEREOF, SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF SPLINE AND ITS AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT PAID BY SUBSCRIBER FOR SERVICES DURING FOR THE PRECEDING SIX (6) MONTHS.
8.6 NO ACTION OR CLAIM OF ANY KIND OR NATURE AGAINST SPLINE MAY BE BROUGHT BY SUBSCRIBER OR RELATING TO THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.
8.7 For the avoidance of doubt, all disclaimers and limitations hereunder are to the maximum extent permitted by law. Any disclaimers or limitations that are not permitted by applicable law or are excluded under applicable law shall be amended to limit Spline's liability to the maximum extent permitted by law.
9. Proprietary rights
9.1 Subscriber acknowledges and agrees that Spline has exclusive and valuable property rights in and to the Services, that such Services constitute valuable confidential information, trade secrets and/or proprietary rights of Spline, not within the public domain, that such Services shall remain valuable confidential information, trade secrets and/or proprietary rights of Spline and that, but for the Agreement, Subscriber would have no rights or access to such Services.
9.2 Spline owns and retains all right, title and interest in and to (a) the Service and all related software, improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with any onboarding, training or implementation services or ongoing support services related to the Service, and (c) all intellectual property rights related to any of the foregoing. Other than the limited right to access and use the Service as expressly and specifically set forth herein, no rights or licenses are granted by Spline to Subscriber and Subscriber shall obtain no rights or interest in or to the Service or to any services related thereto or to any underlying technology or intellectual property thereof by virtue of this Agreement.
9.3 Subscriber may volunteer feedback to Spline about the Service and/or the Services. Spline shall be irrevocably entitled to use such feedback, for any purpose and without any duty to account or compensation.
9.4 Subscriber acknowledges and agrees that disclosure of any Services, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to Spline for which money damages would be an inadequate remedy. Accordingly, Subscriber further acknowledges and agrees that Spline shall be entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of any provision, requirement or covenant of the Agreement (including, without limitation, any disclosure or threatened disclosure of Services) in addition to and not in limitation of any other legal or equitable remedies which may be available.
9.5 Subscriber hereby consents to use by Spline and its affiliates of proprietary data or other personal information regarding Subscriber received by Spline and its affiliates from time to time through the conduct of their businesses, including any data submitted to them to fulfill regulatory obligations, for commercial, business and marketing purposes. Except as may be otherwise set forth herein (for reporting purposes or otherwise), Spline and its affiliates will not reveal the following information obtained from Subscriber to fulfill regulatory obligations to non-affiliated third-parties on a non-aggregated, non-anonymized basis, except (x) as permitted by law, (y) as required or requested by regulatory authority or (z) pursuant to a valid court order, subpoena or equivalent legal instrument: (i) personally identifiable information, (ii) detailed transaction data, (iii) position data, (iv) investigative materials, or (v) financial source documents.
9.6 In using the Service, Subscriber may input certain data related to their customers, employees, agents, or representatives. Subscriber hereby grants to Spline a limited, royalty-free, worldwide, fully paid-up license to process such data in order to provide the Services. Subscriber represents and warrants hat it owns or has the right to share all such data with Spline for the purposes of Spline providing the Service as specified herein.
9.7 Notwithstanding anything to the contrary in this Agreement or otherwise, Spline shall have the right to collect and analyze usage data, and other information relating to the provision, use, and performance of the Service and related systems and technologies. Spline shall be free (during and after the Term) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic, and corrective purposes in connection with the Service and other Spline offerings, and (ii) disclose such data solely in aggregate and de-identified form (i.e., in a form such that the data cannot be used to identify Subscriber or any individual in connection with the Service and Spline's business.
10.1 Subscriber will indemnify, defend and hold Spline, and its affiliates, directors, officers, employees and agents harmless from and against any and all claims arising out of or in connection with the Agreement or Subscriber's receipt or use of the Services, including, without limitation, any liability, loss or damages (including, without limitation, attorneys' fees and other expenses) caused by Spline's provision of the Services to Subscriber or by a third-party's receipt, use or reliance on the Services directly or indirectly by or through Subscriber.
11.1 Assignment. Subscriber may not assign this Agreement, in whole or in part, without the prior written consent of Spline. Any assignment in violation of this Section shall be void, ab initio, and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective permitted successors and assigns.
11.2 Attorney's Fees. If a final order is issued in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys' fees incurred in connection with such litigation, in addition to any other relief to which such prevailing party may be entitled.
11.3 Customer Identification. Spline may identify Subscriber and use Subscriber's logo and trademarks on Spline's website and in marketing materials to identify Subscriber as a user of the Service.
11.4 Force Majeure. Except with respect to payment obligations or any restrictions on use or redistribution, neither party will be liable for, or be in breach of, or in default under, this Agreement, as a result of any Force Majeure Event. “Force Majeure Event” means any flood, extraordinary weather conditions, earthquake or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications or power failures, or equipment or software malfunctions.
11.5 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of law's provisions and the parties agree that subject to the arbitration clause herein any dispute arising out of this Agreement that cannot be settled between them in good faith shall be heard exclusively in the local, state, or federal courts located in Cook County, Illinois. The parties consent to the exclusive jurisdiction of courts located in Cook County, Illinois and waive any and all objections to such jurisdiction and venue, including to personal jurisdiction and forum non-conveniens.
11.6 ARBITRATION. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ANY CLAIM OF ANY KIND NOW EXISTING OR HEREAFTER ARISING BETWEEN OR AMONG ANY OF THE PARTIES HERETO IN ANY WAY ARISING OUT OF, PERTAINING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, IF NOT OTHERWISE RESOLVED BY THE PARTIES, SHALL BE RESOLVED BY MANDATORY AND BINDING ARBITRATION IN CHICAGO, ILLINOIS BEFORE A SINGLE ARBITRATOR IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION; PROVIDED, HOWEVER, THAT SPLINE SHALL BE ENTITLED TO SEEK AND OBTAIN EMERGENCY, PRELIMINARY, OR OTHER INJUNCTIVE OE EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION IN COOK COUNTY, ILLINOIS.
11.7 Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or transmitted by 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. Notices to Spline may also be sent to firstname.lastname@example.org. Either party may from time to time change its address for notices under this Section by giving the other party notice of the change in accordance with this Section.
11.8 Relationship of the Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
11.9 Severability. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect, and such provision will be eliminated or revised to the minimum extent necessary to make such enforceable and valid consistent with the parties' intention.
11.10 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
11.11 No Waiver and Amendment. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. This Agreement shall not be modified except by a subsequently dated, written amendment that expressly amends this Agreement and which is signed on behalf of the parties by their duly authorized representatives. Notwithstanding the foregoing, Spline may from time to time modify and amend the Agreement, and Subscriber agrees to be bound by such terms. Subscriber may terminate the Agreement upon ten (10) days' electronic or written notice upon such modification or amendment. By continuing to access or use the Service after Spline has provided notice of a modification, Subscriber is indicating that it agrees to be bound by the modified Agreement.
11.12 Interpretation. In this Agreement, unless the context requires otherwise (i) words importing the singular shall include the plural and vice versa; (ii) words importing any gender shall include the other genders and vice versa; (iii) words importing natural persons shall include firms, corporations, and any other entities recognized by law and vice versa; (iv) references to the word “include” shall mean “including, without limitation” or “including, but not limited to”; and (v) headings used are for reference purposes only and shall not affect the interpretation of this Agreement.
11.13 Survival. Sections 4-11, including Section 4 (Fees and Payments), 5 (Security), 6 (Usage and Reporting), 7 (Covenants, Representations And Warranties Of Subscriber), 8 (Limitation of Liability), 9 (Proprietary Rights), 10 (Indemnification), and 11 (Miscellaneous), and any other provisions, which by their nature should survive termination or expiration to give effect to the rights and obligations of the parties arising thereunder during the Term, will survive termination or expiration of this Agreement.