Supplier Terms and Conditions

 

Date of Last Revision:  August 12, 2025

 

SourceDay, Inc. (“we”, “us”, “our”, “SourceDay”) provides a software as a service solution to our customers to enable them to work with its suppliers to manage purchase orders (collectively, the ” Services“). As a supplier for one or more of our customers (each, a “SourceDay Customer”), you have been invited to establish an account with us or if you have elected not to establish an account, to respond to emails we have sent as part of the Services or to work with your EDI system in accessing and using our Services.  The Services are provided to you subject to these Supplier Terms and Conditions and any operating rules, policies or guidelines that SourceDay may publish from time to time (collectively, the “Agreement“). BY ACCESSING OR USING ANY OF THE SERVICES, YOU ON BEHALF OF YOUR COMPANY (“Company”) ACKNOWLEDGE THAT COMPANY HAS REVIEWED AND ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU ARE DULY AUTHORIZED TO ACT ON BEHALF OF COMPANY AND BIND IT TO THIS AGREEMENT.

 

1. Services and Terms

 

• SourceDay may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) SourceDay’s email notification to Company advising Company of such changes or modifications or (b) Company’s continued use of the Services after SourceDay posts the updated Agreement to its website. In addition, when using particular Services, Company and SourceDay will be subject to any guidelines or rules applicable to such Services that may be posted from time to time.

 

• Company will (a) be responsible for Company’s and Company’s users’ compliance with the terms and conditions of this Agreement; (b) be responsible for the confidentiality of (and for all activities that occur under) Company’s account (if you establish an account) and the login ID/ authorized user IDs and passwords assigned to or selected by Company; and (c) prevent unauthorized access to or use of the Services using Company’s login ID/ authorized user ID and passwords assigned to or selected by Company, and notify SourceDay promptly of any such unauthorized access or use of which Company is aware.

 

• Company hereby agrees to upload into the Services, and/or permit SourceDay to remotely access data, information, materials and processes as are necessary and required for SourceDay to perform the Services for Company and the applicable SourceDay Customer(s) (“Company Content”) and grants SourceDay a worldwide, non-exclusive and royalty-free license to copy, use, store, host, make derivative works of, adapt, display, perform, transmit and distribute Company Content under or in connection with this Agreement as necessary and required to perform the Services for Company and the applicable SourceDay Customer. Company represents and warrants that Company has obtained all necessary permissions, rights and consents for all of Company Content provided to SourceDay under this Agreement to enable SourceDay to perform the Services for Company.

 

• Company is solely responsible for complying with the laws affecting or regulating its business, employees and the like. Company understands that SourceDay’s provision of the Services does not relieve Company of any responsibility and liability for those matters that Company would otherwise have. Company is solely responsible for ensuring Company’s use of the Services complies with applicable laws, rules and regulations including, without limitation, those related to financial reporting.  Except as expressly set forth with respect to SourceDay’s responsibilities under this Agreement, Company is solely responsible for any and all damages that flow from Company’s use of the Services.

 

2. Proprietary Rights

 

• Except for the limited rights expressly granted by SourceDay to Company hereunder, SourceDay reserves all right, title and interest in and to the Services and SourceDay Materials (defined below), including all related intellectual property rights, and no other rights are granted to Company, whether by estoppel, implication or otherwise. Title to the Services is not conveyed hereunder.

 

• Except for the limited rights expressly granted by Company to SourceDay hereunder, Company reserves all right, title and interest in and to Company Content, including all related intellectual property rights, and no other rights are granted to SourceDay, whether by estoppel, implication or otherwise. Title to the Company Content is not conveyed hereunder.

 

• This is an Agreement for services, and Company is not granted a license to any software, technology or intellectual property by this Agreement. Company will not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services; (b) copy or frame any part or content of the Services other than as reasonably necessary for Company’s own internal use of the Services in accordance with the Agreement; (c) permit any third party to access the Services except as permitted herein; (d) modify, translate or create derivative works based on the Services; (e) distribute, pledge, assign or otherwise transfer or encumber rights to the Services; or (f) use the Services for timesharing or service bureau purposes. Company may download or copy content of the Services only as reasonably necessary for Company’s own internal use of the Services in accordance with the Agreement. No right, title, or interest in any downloaded materials is transferred to Company as a result of any such downloading and SourceDay reserves all right, title and interest in and to the materials Company downloads from the Services including all related intellectual property rights. Company may only access and use the Services for Company’s own internal use in connection with SourceDay Customer(s) and any other access or use by Company is strictly prohibited under this Agreement. Without limiting the generality of the foregoing, Company will not access or use the Services if Company is a direct competitor of Company or for purposes of copying any features, functions, content or graphics of the Services, or benchmarking or monitoring availability, performance or functionality of the Services, or any other competitive purpose.

 

• As part of the Services, SourceDay makes available to Company certain SourceDay Materials. Solely in conjunction with the Services, SourceDay hereby grants Company a perpetual non-exclusive license (without the right of sublicense) to use the SourceDay Materials solely as incorporated into any finished document output created by the Services (“Document License”). “SourceDay Materials” includes, without limitation, any or all of the following used or provided by SourceDay to provide the Services hereunder and provide the finished output created by the Services, together with all associated intellectual property rights: (a) any templates, text, graphics, designs, art, information or other content, (b) web pages, graphic files, text files, scripts, software, code and other components, (c) software, tools, documentation, data and other material, and/or (d) any routines, methodologies, processes or technologies created, adapted or used by SourceDay in performing the Services. SourceDay Materials are deemed SourceDay Confidential Information.

 

• In using the varied features of the Services, Company may provide information (such as users’ names, contact information, or other registration information) to SourceDay (“Personal Data”). SourceDay may use this Personal Data for the purposes of (i) providing the Services to Customer; (ii) assisting in adoption of the SaaS Services by Company and the applicable Customer(s); and (iii) for outreach by SourceDay or its third party partners to Company and Company’s users concerning product roadmap, product updates, new products, third party products generally related to the Service and market, and the like. SourceDay will comply with all data protection and privacy laws applicable to its use and processing of Personal Data, provided that Customer as controller will be responsible for obtaining consent for the provision of such Personal Data to SourceDay and the uses set forth above.

 

• “SourceDay” and our logos (both words and design) are either trademarks, service marks, or registered trademarks of SourceDay, and may not be copied, imitated or used, in whole or in part without SourceDay’s prior express written consent. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of SourceDay and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by SourceDay are the property of their respective owners.

 

• SourceDay will own any and all Aggregate Data produced from Company’s use of the SourceDay Services. For the purposes of this Agreement, “Aggregate Data” means any and all data produced from the Company’s use of the SourceDay Services for broad groups or categories in which the Company and any characteristics of individual persons, transactions, and customers are no longer identifiable, including but not limited to metadata.

 

3. Term and Termination

 

3.1      Term.  This Agreement will remain in full force and effect for so long as Company is accessing the Services for use with a SourceDay Customer.

 

3.2      Termination. Either party may terminate this Agreement immediately upon delivery of written notice for cause if the other party commits a breach of this Agreement and has not remedied such breach within 30 days of receipt of notice of such breach from the non-breaching party. Neither party has the right to terminate this Agreement for convenience or without cause.

3.3      Bankruptcy. Either party may terminate this Agreement immediately upon delivery of written notice if (a) the other party makes an assignment for the benefit of creditors, or (b) the other party becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of its assets.

3.4      Non-Exclusive Remedy.  Except as otherwise expressly stated herein, termination of this Agreement by either party will be a nonexclusive remedy and will be without prejudice to any other right or remedy of such party. Except as otherwise expressly stated herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative.

3.5      Survival.  The rights and obligations of the parties contained in Sections 1.4, 2, 3.4, 3.5, 4, 5, 6, 8, 9, 10, 11 and 12 and all other terms and conditions which by their nature are intended to survive, will survive the termination of this Agreement. Termination of this Agreement will not relieve Company of its obligation to pay all fees and expenses that accrued before such termination.

 

4. Confidentiality

 

• “Confidential Information” means all confidential information disclosed by one party to the other party under or in connection to this Agreement (including but not limited to Company Content, SourceDay Materials and templates, and technical information) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of its disclosure.

 

• The receiving party will: (a) hold the disclosing party’s Confidential Information in confidence using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) restrict disclosure of the disclosing party’s Confidential Information to those of its employees, consultants, contractors, agents or representatives (“Representatives”) with a need to know such information and who have agreed, either as a condition of employment, representation or in a written agreement in order to obtain the Confidential Information, to be bound by terms and conditions or confidentiality undertakings no less restrictive than the terms and conditions applicable to the receiving party under this Agreement; and (c) not use the disclosing party’s Confidential Information for any purpose outside the scope of this Agreement or as otherwise not permitted hereunder. The receiving party will be responsible for any breach of this Agreement by its Representatives.

 

• The restrictions in this Section 4 will not apply to Confidential Information to the extent that it (a) is already known to the receiving party and is not subject to confidentiality restrictions at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately before the time of disclosure, (b) has become publicly known and made generally available after disclosure by the disclosing party to the receiving party through no wrongful act of the receiving party, (c) has been rightfully received by the receiving party from a third party who is authorized to make such disclosure without a breach of such third party’s obligations of confidentiality, or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

 

• The receiving party may disclose Confidential Information of the disclosing party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that (if not prohibited by law) the receiving party gives the disclosing party prompt written notice of such requirement before such disclosure and reasonable assistance, at the disclosing party’s request and expense, to contest such order or requirement or seek confidentiality treatment. Each party may disclose terms and conditions of this Agreement (a) in connection with any financing transaction or due diligence inquiry, (b) pursuant to a registration statement, annual, quarterly or current report, proxy statement, or other filing with, and any exhibits thereto, filed with the Securities and Exchange Commission, securities exchange or quotation service, or any state securities commission, or any other associated documents or materials so filed or furnished, and/or (c) on a confidential basis to legal or financial advisors.

 

• Company acknowledges that SourceDay provides services similar to those provided under this Agreement to third parties and SourceDay may be providing deliverables to third parties that are substantially similar to the deliverables being provided to Company, but SourceDay will not use any of Company Content or Company Confidential Information in performing services for third parties. SourceDay will not be prevented from using SourceDay Materials or providing any services or deliverables to any third party, provided that SourceDay does not use or incorporate any Company Content or Company Confidential Information in connection with or into such services or deliverables.

 

• Company acknowledges and agrees that employees, consultants, contractors, agents and representatives of SourceDay who have received or have been exposed to Company’s Confidential Information may further develop their knowledge, skills and experience (including, but not limited to, ideas, concepts, know-how and techniques), which may be based on such Confidential Information. The restrictions in this Section 4 will not apply to the subsequent use, and disclosures incidental to such use, by such employees, consultants, contractors, agents and representatives of such knowledge, skills and experience, as unintentionally retained in their unaided memories. The receipt of or exposure to Company’s Confidential Information under this Agreement will not in any way limit or restrict the work assignments of any of SourceDay’s employees, consultants, contractors, agents or representatives.

 

• Company acknowledges that the following information is not Company Confidential Information and agrees to permit and/or assist with as applicable the following related to publicity and marketing: (a) use of Company’s corporate name and corporate logo on the SourceDay website and in SourceDay marketing materials for the purposes of providing a supplier list to existing customers and potential prospects, (b) use of metadata about Company’s usage of the Services; (c) issuance of a press release or referral to third party partners which identifies Company’s organization as a supplier using the Services, and provides a high level description of the benefits expected to be achieved by the implementation, and (d) at Company’s discretion, support for a limited number of reference calls from potential customers.

 

5. Company Feedback

 

• User feedback is essential to the continued improvement of SourceDay’s products and services. SourceDay will have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Company or any other party with respect to the Services.

 

6. Export of Services or Technical Data.

 

Company may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

 

7. Backup

 

Even though SourceDay backs up data on its servers on a regular basis, Company understands and agrees that it can and should retain copies of its own files and not rely solely on SourceDay as the only back up source for Company’s files. UNDER NO CIRCUMSTANCES WILL SOURCEDAY BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF COMPANY’S FILES AND/OR DATA ON ANY SOURCEDAY SERVER.

 

8. Representations and Warranties; Warranty Disclaimer

 

• Each party represents and warrants that: (a) it has the right to enter into this Agreement and to perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement does not conflict in any material respect with, or constitute a material breach or default of, any organizational document, agreement, or other writing to which it is a party; (c) it has all licenses, permissions and agreements necessary or appropriate to grant the rights granted by it under this Agreement; (d) it will comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement; and (e) with respect to Company, the Company Content, and with respect to SourceDay, the Services and SourceDay Materials, as applicable, does not and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.

 

• EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, SOURCEDAY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. FURTHERMORE, SOURCEDAY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND SOURCEDAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

• IN ADDITION, COMPANY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SOURCEDAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS SUPPORT CENTER OR COMPANY SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. COMPANY SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND COMPANY SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.

 

• THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR COMPANY’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO COMPANY. IN SUCH EVENT, SOURCEDAY’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

 

9. Limitation of Liability

 

• SOURCEDAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO COMPANY’S OR ITS END USER’S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SOURCEDAY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SOURCEDAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN $1000. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

 

• IN ADDITION, COMPANY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

 

• SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO COMPANY. IN SUCH EVENT, THE LIABILITY OF SOURCEDAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR COMPANY’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.

 

10. Indemnification Obligations

 

• Each party (the “Indemnifying Party“) will, at its own expense, to indemnify, defend and hold harmless the other party, its officers, directors, employees, affiliates, agents, contractors, and its attorneys (collectively the “Indemnified Party”) from and against any claims, actions, liabilities, damages, costs or expenses, including reasonable attorneys’ fees and costs (collectively “Claim Costs”) incurred in defending against or settling third party claims (“Claims”) based on or arising as a result of: (a) the Indemnifying Party’s breach of Section 9.1 (Representations and Warranties); and/or (b) any action or omission of the Indemnifying Party constituting gross negligence, willful misconduct, or fraud.

 

• Company will, at its own expense, to indemnify, defend and hold harmless SourceDay, its officers, directors, employees, affiliates, agents, contractors, and its attorneys (collectively the “SourceDay Indemnified Parties”) from and against any Claim Costs incurred in defending against or settling third party Claims based on or arising as a result of Company’s breach of any of this Agreement or use by Company or any third party (authorized, permitted or enabled by Company) of the Services, except to the extent the foregoing directly result from SourceDay’s own gross negligence, willful misconduct or fraud.

 

• In the event a Claim arises, the Indemnified Party will: (a) promptly notify the Indemnifying Party of its receipt of notice of the Claim and provide the Indemnifying Party with all documents and material in its possession that are reasonably relevant to the Claim; (b) give the Indemnifying Party the right to assume sole responsibility for defense of the Claim, including but not limited to choice of counsel and settlement negotiations/decisions; and (c) give the necessary authorization, information and full co-operation and assistance to the Indemnifying Party (at the Indemnifying Party’s expense) for the sole defense of same; provided in all cases, however, that the Indemnifying Party may not settle any such Claim in any manner that imposes any admission of guilt or liability on the Indemnified Party without the prior written consent of the Indemnified Party. The Indemnified Party may participate in the defense of the Claim, at its expense, with counsel of its choice.

 

11. Miscellaneous

• Governing Law. Disputes under this Agreement will be governed by the laws of the State of Texas excluding rules as to choice and conflict of law. Each party consents to the exclusive jurisdiction and venue of the State and Federal Courts for Travis County, Texas; provided, however, that an action for injunctive relief may be filed in a jurisdiction where the actions or party to be enjoined is located.  The parties hereby exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.

 

• Force Majeure. Except with respect to any payment to be made to SourceDay hereunder, neither party will be liable for any failure, deficiency or delay in the performance of its obligations under this Agreement due to any force majeure, which will include but not be limited to any storm, flood, fire, aircraft damage, explosion, electrical or communication line failure, disturbance, war or military action, acts of terrorism, Government act or administrative delay, equipment failure or non-delivery, inability to obtain materials or any cause or matter whatsoever not within the reasonable control of such party. In the event of such a force majeure, the affected party will be entitled to a reasonable extension of time for the performance of its obligations under this Agreement.

 

• Independent Contractors. The parties are independent contractors.  Nothing contained herein or done pursuant to this Agreement will constitute either party the agent of the other party for any purpose or in any sense whatsoever, or constitute the parties as partners or joint venturers.

 

• Assignment. Company may not assign any of its rights or obligations hereunder without the prior written consent of SourceDay (not to be unreasonably withheld). Notwithstanding the foregoing, Company may assign this Agreement in its entirety, without consent of SourceDay, by operation of law or otherwise in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (“Change of Control Assignment”). SourceDay may assign or transfer its rights and obligations under this Agreement, without Company’s consent. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties, their respective successors and permitted assigns.

 

• No Waiver. The waiver of any provision of these Terms or the Agreement must be in writing signed by the party to be charged. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either party to enforce each and every such provision thereafter.  The express waiver by either party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

 

• Severability. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

 

• Notices. All notices to Company will be sent to the email address provided with your online registration and will be effective upon dispatch.  All notices to SourceDay will be in writing and will be deemed given when personally delivered, or three days after being sent by overnight courier, prepaid certified or registered mail, to the following address (or such other address as SourceDay designates through notice to Company as provided herein):

 

Attention: CEO

SourceDay, Inc.

9737 Great Hills Trail, Suite 100

Austin, TX 78759

 

 

• Absence of Third-Party Beneficiary Rights. No provision of this Agreement is intended nor will be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any third party, affiliate or subsidiary, and all provisions hereto will be personal solely between the parties hereto.

 

• Entire Agreement. This Agreement supersedes all proposals, quotations, oral or written, any letters of intent, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. Other than as set forth in this Agreement (including, without limitation Section 1.1 above), (a) no changes, modifications, or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties, and (b) only an officer of SourceDay is authorized to modify this Agreement or to make any warranty, representation or promise on behalf of SourceDay.