Terms & Conditions
9.1. Governing Law. These General Terms and Conditions are made under and shall be governed by and construed in accordance with the laws of the State of Michigan, U.S.A., without reference to conflict of laws principles. Customer agrees to abide by the intellectual property laws and all other applicable laws (including export laws) of the United States.
9.2. Local Law. If any part of the Services requires the installation and use of any Antigen Hardware and/or Antigen Software or Third Party Software on any system or network located in a jurisdiction outside the U.S.A. (“Local Jurisdiction”) or involves the collection or monitoring of data traffic on a network located in a local jurisdiction, by Antigen in the provision of the Services, Customer shall remain solely responsible for compliance with its obligations under the law of such Local Jurisdiction relating to access granted to a third party to any network or data within the control of Customer, including without limitation, any laws relating to network integrity or security or to data privacy (where Customer shall remain the data controller and Antigen will have obligations only as applicable to a data processor). If the law of the Local Jurisdiction places obligations on Customer to obtain from any third party granted access to the network or such data, undertakings in connection with the integrity or security of such network or the processing of such data, Antigen will not unreasonably withhold or delay its execution of such agreement(s) as may reasonably be required by Customer in connection with such obligations in the local jurisdiction.
9.3. Assignment. Any assignment of a Statement of Work by Customer to another party, including any transfer by operation of law or otherwise, without Antigen’s prior written consent, shall be null and void.
9.4. Severability. Any provision of a Statement of Work or these General Terms and Conditions that is held to be invalid by a court of competent jurisdiction shall be severed from the Statement of Work or these General Terms and Conditions, whichever is applicable, and the remaining provisions shall remain in full force and effect.
9.5. Force Majeure. Neither Party shall be liable in damages or have the right to terminate a Statement of Work for any delay or default in performing hereunder (with the sole exception of payment obligations) if such delay or default is caused by conditions beyond its reasonable control including without limitation acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars or insurrections.
9.6. Waiver. Failure or delay by either Party to enforce compliance with any term or condition of a Statement of Work or these General Terms and Conditions shall not constitute a waiver of such term or condition.
9.7. Independent Parties. Antigen and any third party providing software, equipment or services in conjunction with a Statement of Work, if applicable, are independent parties; neither Antigen nor such third party shall be liable for the performance or failure to perform of the other.
9.8. Independent Contractor. For purposes of a Statement of Work and these General Terms and Conditions, Antigen is an independent contractor. Nothing contained herein shall be construed to create an employment, principal-agent relationship, or joint venture between Antigen and either Partner or Customer, and no Party shall have the right, power or authority to obligate the other to any third party.
9.9. Entire Agreement. These General Terms and Conditions and any Statement of Work and any Exhibits attached thereto set forth the entire understanding and agreement of the Parties and supersede any and all oral or written agreements or understandings between the Parties as to the subject matter of the Statement of Work. These Terms and Conditions shall control over any conflicting provisions of any purchase order or other business form, excepting the Statement of Work, and such conflicting provisions are expressly rejected.
9.10. Updates. Antigen reserves the right to routinely update, amend or change these General Terms and Conditions. At least 30 days prior to the effective date, Antigen will notify Customer and Partner by email of such changes, Customer’s and Partner’s continued use of Antigen Services after the 30th day shall serve as consent to the changed terms.