Please read the following terms and conditions of this Yubico Works with YubiKey Program Agreement (“Agreement”) before registering as a Works with YubiKey Program member with Yubico. If you (as “Member” and as a representative authorized to bind the Member entity) do not or cannot agree to these terms contained, then do not register as a Member with Yubico. The parties to this Agreement are Member and Yubico. “Yubico” means: (1) Yubico, Inc., 5201 Great America Parkway, Suite 122, Santa Clara, CA 95054, U.S.A. if Member is applying from the Americas; or (2) Yubico AB, Kungsgatan 44, 2nd Floor, 111 35 Stockholm if Member is applying outside of the Americas. Yubico and the Member may be referred to individually as a “Party” and collectively as the “Parties”. The effective date of this Agreement shall commence upon Member’s acceptance of this Agreement and completion of the Works with YubiKey Program (the “Program”) registration process.

1. SCOPE. This Agreement sets out the terms and conditions governing Member’s application and participation in the Program including but limited to technology interoperability testing, demonstration, and co-marketing activities involving Member’s products, systems and services (collectively “Member Product”) and Yubico’s products and services that Yubico may make available to Member including but not limited to YubiKeys, YubiHSM, and the YubiCloud validation service (collectively “Yubico Products”). If Member and Yubico have executed a separate written agreement governing Member’s application and participation in the Program, then such separate written agreement shall govern

2. APPOINTMENT; INTEROPERABILITY

Appointment. Subject to Member’s: (i) compliance with the terms and conditions of this Agreement; (ii) compliance with Yubico’s Program requirements which are made available to Member including but not limited to implementation guides (collectively “Program Document(s)”); and (iii) compliance with Yubico’s verification process as further described in Section 2.5 and 2.6, Yubico, in its sole discretion, appoints Member as a nonexclusive, independent Works with YubiKey Member and Member accepts such appointment and the rights and obligations. As an appointed Works with YubiKey Member, Member shall be eligible for the applicable benefits located at https://www.yubico.com/works-with-yubikey/.

Affiliates. Each Party may allow its “Affiliates” to participate in this Agreement, provided that such Party shall (i) provide the Affiliate with a copy of the Agreement; (ii) ensure that the Affiliate complies with this Agreement; and (iii) be responsible for any breach by such Affiliate. “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with any Party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Interoperability Testing and Demonstration License Grant. During the term of the Agreement, subject to all of the terms and conditions of this Agreement, Yubico hereby grants to Member a non-exclusive, non-transferable, non-sublicensable limited right to use the Yubico Products that Member obtains under this Agreement without modification only in accordance with the documentation supplied by Yubico and solely for the following purposes:

(i) assisting Member in testing Member Products for interoperability with the Yubico Products, and;

(ii) after obtaining interoperability verification from Yubico, providing, free of charge, demonstrations of the interoperability of Member Products with the Yubico Products to promote sales of the solutions to potential customers and prospects of Member provided that Member displays Yubico’s Marks (as defined below) and complies with Yubico’s branding requirements guidelines.

Member will not provide a copy of the Yubico Products to any other third party but may only run demonstrations of the Yubico Products on devices owned and controlled by Member. Member agrees that its use of the Yubico Products pursuant to this license (a) is strictly limited to a nonproduction environment and (b) will be done in accordance with the instructions and specifications contained within the Program Documents. The license grant hereunder shall immediately expire upon termination of this Agreement.

3. Restrictions. Except as expressly set forth herein, Member will not, and will not allow any third party to: (i) distribute, sell, resell, lend, loan, lease, license, sublicense, timeshare, or transfer the Yubico Products or otherwise commercially exploit or make the Yubico Products available to any third party, other than as otherwise contemplated by this Agreement; (ii) modify, copy, adapt, alter, translate or create derivative works of the Yubico Products; (iii) reverse engineer, decompile or disassemble the Yubico Products or otherwise attempt to derive the source code for the Yubico Products; (iv) separate any software embedded on the Products (“Firmware”) from the remainder of hardware or use such Firmware on other devices; (v) knowingly take any action that would cause the Yubico Products (including any license keys) to be placed in the public domain; (vi) remove, alter, or obscure any proprietary notices of Yubico, its licensors or suppliers included in the Yubico Products; or (vii) access the Yubico Products in order to (A) build a competitive product, or (B) copy any ideas, features, functions or graphics of the Yubico Products. If applicable law limits the foregoing restriction, it shall apply to the fullest extent permissible.

Interoperability. Subject to the terms of the license set forth in this Agreement, Member shall be responsible for completing the interoperability and integration verification requirements, including but not limited to meeting integration review standards (collectively “Verification Requirements”). Member shall not, expressly or implicitly, state that Yubico has endorsed or otherwise verified the Member Products interoperability unless it has obtained a verification where Yubico has validated Member Products as interoperable with the Yubico Products, as further described below.

4. Catalog and Badges; Yubico Verification. Subject to Member’s compliance with the Verification Requirements and this Agreement, Yubico will list Member’s joint solution in the Works with YubiKey catalog located at https://www.yubico.com/works-with-yubikey/catalog/ and designate a Works with YubiKey listing category with a corresponding badge depending on the verification level of the joint solution (“Badge”). There are three (3) listing categories on the Works with YubiKey catalog: Community listings, Self-verified integrations, and Yubico-verified integrations. Please refer to the descriptions at https://www.yubico.com/support/terms-conditions/works-with-yubikey-terms-of-service/ for more information about the different categories and their respective disclaimers. Member shall ensure that its statements pertaining to the joint solution are consistent with Yubico’s listing categories and their respective disclaimers. Yubico may agree to conduct interoperability testing with Member Products and/or request that Member demonstrate interoperability testing and compliance with the Verification Requirements. Upon successful completion of such testing as confirmed by Yubico, Member may refer to the integration as “Verified,” but only such integration (including versions of both the Yubico Product and Member Product) as tested by Yubico and/or demonstrated to Yubico and approved by Yubico in writing. For clarity, “Verified” shall not mean that Yubico warrants or otherwise endorses such integration, and Member shall not warrant, represent or otherwise communicate any such endorsement to any third party including but not limited to Member’s current or potential customers.
   1. Maintenance of Interoperability. Member acknowledges and agrees that the Yubico issued verification shall only be valid for the current major release of the Member’s Products and only for the version of the Yubico Products for which the verification was issued. Any major release of Member Products requires integrations to be recertified within 30 calendar days unless otherwise agreed by Yubico in writing. Members agrees that in the event it does not undergo verification in accordance with the applicable requirements, this Agreement and all rights granted to Member shall be immediately and automatically suspended until such time as Member can evidence, to the satisfaction of Yubico that it has achieved the requirements for reverification. In the event Member has not re-verified in accordance with this Section, Yubico may in its discretion, terminate this Agreement and all obligations and responsibilities hereunder without liability or return of any fees paid, if any.
   2.  Member Products. From time-to-time, Yubico may need samples of Member Products for the purpose of evaluating and demoing the interoperability. Member agrees to provide a sufficient number of Member Product units, at no cost for Yubico to use for these purposes, and grants Yubico a non-exclusive, non-transferable, non-sublicensable limited right to use the MemberProducts without modification for such purposes.

5. MARKETING
   1. Publicity. Except as expressly provided in this Agreement or with the express prior written approval of the other Party, neither party will use the trade names, trademarks, marks or proprietary words or symbols (collectively “Marks”) of the other Party for marketing purposes. Member grants Yubico a non-exclusive, non-sublicensable, non-transferable right and license to use and publish Member’s Marks in print, web/digital, video, and other formats for the purposes of marketing the joint solution and relationship between the Parties including but not limited to Yubico’s Works with YubiKey catalog. Yubico grants Member a non-exclusive, non-sublicensable, non-transferable right and license to use and publish the Works with YubiKey logo, applicable Badge, and the Yubico corporate logo for the purposes of marketing the joint solution and relationship between the Parties in accordance with Yubico’s branding guidelines which is located here. Each Party will have the right to add the other Party’s company name/logo to the partner section of their corporate websites.
   2. General Responsibility. Each Party will (i) to comply with all applicable laws related to its business and the performance hereunder, including, without limitation, the Foreign Corrupt Practices Act; (ii) conduct its business in a manner that reflects favorably on the other Party and its good name, goodwill and reputation; (iii) not engage in any deceptive, misleading or unethical practice; (iv) not make false or misleading representations regarding the other Party or its products; (v) not publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material; and (vi) not make any representations, warranties or guarantees to customers, potential customers or the trade generally with respect to the other Party which are inconsistent with those contained in the marketing literature provided by the other Party. This provision will survive the expiration of this Agreement for a period of one year.
   3. Restrictions to Trademark Use. Each Party agrees not to: (i) take any action that (A) would conflict with or be contrary to the other Party’s rights and interest in its trademarks or (B) would be deemed by the other Party as damaging to the goodwill associated with its trademarks; (ii) modify or remove any trademarks incorporated in, marked on, or affixed to the applicable Materials provided; (iii) challenge the other Party’s ownership or rights to use its trademarks; or (iv) adopt, use or attempt to register, whether as a corporate name, domain name, trademark, mark or other indication of origin, (A) the other Party’s trademarks, (B) any trademark that is confusingly similar to or will dilute the distinctive nature of the other Party’s trademarks or (C) combination trademarks with the other Party’s trademarks.
   4.  Non-Exclusivity. Yubico reserves the right to appoint additional Members of any type for any Yubico Products, services or other products developed, sold, licensed or distributed by Yubico, and Yubico reserves the right to sell any of such items directly in each case without thereby incurring any commission or other obligation to Member unless expressly set forth to the contrary in a Program Document.

6. OWNERSHIP
   1. Yubico Rights. Yubico, its licensors and suppliers, own and retain all right, title and interest (including, without limitation, the Intellectual Property Rights and Confidential Information, each as defined below) in and to the Yubico Products and any enhancements of, modifications to, or derivative works based upon, the Yubico Products. Member will not delete or in any manner alter or obscure the copyright, trademark, and other proprietary rights notices of Yubico and its licensors appearing on the Yubico Products as delivered to Member. Except as provided in this Agreement, the licenses granted in Section 4 (Grant of License) to Member do not convey any rights in the Yubico Products, express or implied, or ownership in the Yubico Products or any Intellectual Property Rights thereto. All usage of Yubico’s trademarks shall inure to Yubico’s benefit. Any rights in the Yubico Products not expressly granted to Member under this Agreement are reserved by Yubico, its licensors and suppliers.
   2. Intellectual Property Rights Definition. “Intellectual Property Rights” means any intellectual property rights including, but not limited to patents (including patent applications and disclosures), copyrights (including copyright applications), trade secrets, moral rights, trademarks, logo’s know-how, utility models, rights in designs, topography rights, database rights, rights of confidentiality or proprietary information and any other similar rights or intangible assets, recognized under any laws or international conventions, in any country or jurisdiction in the world, whether or not registered or registrable in any country, and including the right to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time.
   3. Feedback. Member is not obligated to provide Yubico with any suggestions, enhancements, suggestions, enhancement requests, recommendations, or other feedback (collectively, “Feedback”) related to the Yubico Products. In the event Member provides Feedback, Member grants Yubico a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, modify, and distribute such Feedback in any manner.
   4. Open Source Software. Certain third-party software components (“Third Party Software”) included within the Yubico Products are subject to “open source” or “free software” licenses. Each item of Third-Party Software is licensed under the terms and conditions that apply to such Third Party Software, which may vary from those set forth in this Agreement. Such terms and conditions apply only to those Third-Party Software components with which they are expressly identified and will have no effect on the terms and conditions of Member’s rights to use any other components of the Software. Nothing in this Agreement limits Member’s rights under, or grants Member rights to supersede, the specific terms and conditions applicable to the individual Third-Party Software components.
   5. No Rights in Existing Intellectual Property; No Joint Development. For purposes of clarity, in no event will either Party be granted any Intellectual Property Rights in the other Party’s products in existence immediately prior to execution of this Agreement except for those rights expressly granted by this Agreement. The Parties further agree that this Agreement does not contemplate any joint development activities. In the event the Parties desire to pursue joint development activities, such activities, including the associated intellectual property rights of any resulting creations, shall be handled in a separate written agreement.

7. FEES
   1. Fees. There are no application or membership fees for Member’s application and/or inclusion to the Program. Each Party will bear its own costs and expenses incurred in connection with its activities under this Agreement. From time-to-time, Yubico may invite Member to participate in co-marketing activities. If such co-marketing activities involve costs to Member, participation in such paid activities will be entirely optional and at the discretion of Member. Any fees for such co-marketing activities shall be mutually agreed upon by the Parties.
   2. Payment. Any amounts due under the Program, if any, will be in U.S. currency. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. The Party owing fees will pay all taxes and duties assessed in connection with the applicable payments by any authority, except for taxes payable on the other Party’s net income. The Party owing fees will promptly reimburse the other Party for any and all taxes or duties that the other Party may be required to pay in connection with an applicable item under the Program.

8.  SUPPORT
   1. Customer Support. Each party shall be solely responsible for providing technical support directly to its customers in accordance with the level of support elected by such customers as set forth in its agreement with the respective parties. Nothing herein shall require either party to provide support of the other party’s solution of the integration between the two solutions.
   2. Implementation Instructions. After verification is achieved, Member agrees to publish and maintain set-up, implementation and usage instructions for the applicable Yubico Products on Member’s website, subject to Yubico’s prior approval. Yubico agrees to publish within its website a hyperlink allowing customers to navigate to Member’s website to reach such instructions.

9. CONFIDENTIAL INFORMATION
   1. Definition. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party” which: (a) is marked as “Confidential” or “Proprietary” or with a comparable legend if disclosed in written, graphic, machine readable or other tangible form, (b) identified as confidential or proprietary if disclosed in a verbal or visual manner, or (c) which should be reasonably in good faith be treated as confidential or proprietary based on the nature of the information or the circumstance surrounding its disclosure regardless whether marked or identified as such. Confidential Information does not include information which: (i) is generally known or publicly available, or which, hereafter through no act or failure to act on the part of the Receiving Party, becomes generally known or available; (ii) is rightfully known to Receiving Party at the time of receiving such information; (iii) is furnished to Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without having relied on the Confidential Information of the Disclosing Party. For the avoidance of doubt, the Parties agree that unless authorized for release in writing by the other Party, the results of any interoperability testing under this Agreement shall remain Confidential Information, including any benchmarking or performance data related.
   2. Obligation. Each Party agrees that for a period of five years after receipt of Confidential Information, it will hold in strict confidence and not disclose the Confidential Information of the other Party to any third party and to use the Confidential Information of the other Party for no purpose other than the purposes expressly permitted by this Agreement. Each Party shall only permit access to the other Party’s Confidential Information to those of its employees and the employees of its Affiliates having a need to know and who have signed confidentiality agreements containing terms at least as restrictive as those contained in this Section 8. Each Party shall maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information of the other Party with at least the same degree of care as it uses to protect its own Confidential Information but in no event with less than reasonable care. A Party’s obligations of confidentiality under this Agreement shall not apply to information which is required to be disclosed pursuant to a judicial order, a requirement of a governmental agency or by operation of law, provided that such Party gives the other Party written notice of any such requirement immediately after learning of any such requirement, and takes all reasonable measures to avoid or limit disclosure under such requirements and to obtain confidential treatment or a protective order and has allowed such other Party to participate in the proceeding. Upon written request by either Party hereto, the other Party shall promptly return all documents and other tangible materials representing the requesting Party’s Confidential Information and all copies.

10. TERM AND TERMINATION
    1. Term. The term of this Agreement shall have an initial term of one year from the Effective Date and shall thereafter automatically renew for successive one year periods (the initial term and any renewal term(s) are together the “Term”). Either Party may terminate this agreement by notifying the other Party in writing at least 30 days prior to the expiration of the initial or any renewal term.
    2. Termination. Each Party has the right to terminate this Agreement at any time, without cause, upon 30 days prior written notice. Each Party has the right to terminate this Agreement if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty 14 days after written notice. Each Party has the right to terminate this Agreement immediately if the other Party (a) ceases to do business, or otherwise terminates its business operations, or (b) becomes the subject of any voluntary or involuntary petition in bankruptcy, or (c) is acquired by a competitor of the terminating Party.
    3. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) all Grant of License will immediately cease to exist; and (ii) each Party will cease use of the other Party’s Materials and will return to the other Party or destroy, as requested by the Disclosing Party, the original and all copies of any Confidential Information (and any Materials) of the Disclosing Party and any summaries, analyses, studies or notes thereon and, at the Disclosing Party’s request, have one of the officers of the Receiving Party certify in writing that it has complied with these obligations.
    4. Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination and shall not preclude either Party from claiming any other damages, compensation or relief that it may be entitled to upon such termination. Section 2.4 (Restrictions), Section 4 (Ownership), Section 5 (Fees), Section 7 (Confidential Information), Section 8 (Term and Termination), Section 10 (Disclaimer of Warranty), Section 11 (Indemnification), Section 12 (Limitation of Liability), and Section 13 (Miscellaneous) and those additional sections set forth in a Program Document, if applicable, will survive termination of this Agreement for any reason.

11. REPRESENTATION
    1. Mutual Representation. Each party represents and warrants to the other party that: (a) it has full power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; (b) execution and delivery of this Agreement and the performance of its obligations hereunder does not constitute a violation of its organizational documents or is restricted by, in conflict with, or contrary to any contract or agreement to which it is a party or by which it is bound (including any agreements relating to the confidential or proprietary information of a third party); (c) it will not make any commitment or incur any contractual obligation on behalf of the other party; (d) it will not make any statements, representations, warranties, promises or guarantees with respect to the other party’s products other than those expressly authorized by the other party; (e) its Materials, marketing communications, and products will comply with all applicable governmental laws, statutes, ordinances, orders, rules or regulations; and (f) its Materials, marketing communications and/or products offered in connection with a Program Document will not contain content or information which may be considered misleading or fraudulent.

12. DISCLAIMER OF WARRANTY
    ALL FREE OF CHARGE PRODUCTS AND SERVICES PROVIDED UNDER THE MEMBER PROGRAM ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. YUBICO DOES NOT WARRANT ANY INTEGRATION OR INTEROPERABILITY OF THE PRODUCTS WITH MEMBER SYSTEM. YUBICO MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE PRODUCTS, SERVICES, OR MARKS PROVIDED HEREUNDER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YUBICO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Yubico does not warrant that (a) the Products will meet Member’s requirements, (b) use of such Products shall be uninterrupted or error-free, (c) the Products or any equipment, system or network on which the Products are used will be free of vulnerability to intrusion or attack, or (d) or that all programming errors can be found in order to be corrected.
    
13. INDEMNIFICATION
    Member shall indemnify and hold Yubico harmless from and against any and all claims, liabilities, losses, damages or judgments, including all reasonable legal fees and expenses related thereto that arise from or are related to: (i) Member’s modification, use or distribution of Yubico Products not in strict accordance with this Agreement; (ii) any misrepresentation or any breach of any warranty, covenant or agreement of Member; (iii) any infringement or misappropriation of any of Yubico’s Intellectual Property Rights. Member’s obligations under this Section are contingent upon Yubico: (a) giving prompt written notice to Member of any such claim; (b) allowing Member to control the defense and any related settlement of any such claim; and (c) furnishing Member with reasonable assistance in the defense of any such claim, so long as Member pays Yubico’s out-of- pocket expenses
    
14. LIMITATION OF LIABILITY
    1. NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING PUNITIVE DAMAGES OR LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
    2. EXCEPT FOR (I) EITHER PARTY WITH RESPECT TO ANY CLAIM ARISING UNDER SECTION 2.4 (RESTRICTIONS ON TRADEMARK USE), (II) EITHER PARTY WITH RESPECT TO SECTION 7 (CONFIDENTIAL INFORMATION); OR (III) MEMBER WITH RESPECT TO ANY CLAIM ARISING UNDER SECTION 4.2 (RESTRICTIONS) AND SECTION 11 (INDEMNIFICATION), NEITHER PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID OR PAYABLE BY MEMBER UNDER THIS AGREEMENT.
       
15. MISCELLANEOUS PROVISIONS
    1. Assignment. Neither Party will directly or indirectly transfer or assign or otherwise dispose of this Agreement, in whole or in part, without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, upon written notice, either Party may assign or transfer this Agreement as a consequence of a merger, acquisition, consolidation, reorganization or sale of substantially all of its assets or of the business to which this Agreement pertains. Any attempted assignment in violation of this section will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    2. Notices. Any notices, consents, approvals or other communication in connection with this Agreement shall be in writing and shall be sent to the addresses above or to such other addresses as the Parties may hereafter specify, in person, by Federal Express or similar courier service, by electronic mail, if within the United States, by certified U.S. Mail. Such notices shall be deemed to be given (i) if in person, by courier service or by certified U.S. Mail, when received by a Party, or (ii) upon confirmation of receipt of electronic mail.
    3. Force Majeure. Neither Party shall be liable for a failure to perform under this Agreement caused by strikes, lockouts, accidents, fires, floods, explosions, acts of God, material procurement problems, governmental actions, state of war or any other cause beyond the reasonable control of such Party (“Force Majeure”); provided the non-performing Party (i) gives prompt written notice of such Force Majeure event; (ii) is without fault in causing such default or delay; and (iii) such default or delay could not have been prevented by reasonable precautions and could not be reasonably circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means.
    4. Export Regulations. Each Party will comply with all applicable United States and foreign export laws and regulations.
    5. Governmental Approvals and Compliance. Member will, at its own expense, obtain and arrange for the maintenance in full force and effect of all government approvals, consents, licenses, authorizations, declarations, filings and registrations as may be necessary or advisable for the performance of all of the terms and conditions of the Agreement including, but not limited to, foreign exchange approvals, import and offer agent licenses, fair trade approvals and all approvals which may be required to realize the purposes of the Agreement. Member hereby agrees that it, will not, without the prior written consent, if required, of the office of Export Administration of the U.S. Department of Commerce, export or re-export, directly or indirectly, the Yubico Products or Materials in violation of any applicable foreign or domestic statutes, laws, regulations, or tariffs or to any other country to which such transmission is restricted by such regulation or applicable statutes.
    6. Independent Contractor; No Third-Party Beneficiaries. Yubico and Member agree that this is a non-exclusive relationship and that the Parties to this Agreement are independent contractors. Nothing herein shall create an exclusive relationship, agency, joint venture, partnership, or other like arrangement between the Parties. References in this Agreement to the term “Member” merely reference a spirit of cooperation between the Parties and is not a reference to any legal form of partnership or any responsibility of one Party for the obligations or liabilities of the other Party. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein express or implied shall give or be construed to give any person other than these Parties any legal or equitable rights.
    7. Severability. If any provision (or portion thereof) of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in force and effect.
    8. Governing Law and Venue. This Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of: (i) the State of California, U.S.A. if Member applies in the Americas.; and (ii) Sweden if Member applies outside of the Americas. In either event, the choice of law shall be without regard to the conflict of laws provisions thereof. Furthermore, both Parties consent to the exclusive jurisdiction of the courts located in the State of California when California law applies, and the courts located in Sweden when the laws of Sweden apply.
    9. Amendments; Waivers. Yubico reserves the right to modify this Agreement in its sole discretion by providing no less than 30 days’ notice of such changes. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived.
    10. Entire Agreement. This Agreement constitutes the final agreement between the Parties and is the complete and exclusive expression of the Parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter contained into this Agreement are expressly superseded by this Agreement.