Hyrax Terms of Service
These Terms of Service ("Agreement") are between Hyrax AI, LLC d/b/a Hyrax, a subsidiary of Iru, Inc. ("Hyrax"), with offices at 2811 Ponce de Leon, PH 1, 13th Floor, Coral Gables, Florida 33134, and the entity or individual who accepts them ("Customer"). These terms govern all access to and use of the Hyrax service.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. By clicking "I agree," "Accept," or "Get Started," by creating an account, completing a purchase, or by accessing or using the Service in any manner, Customer agrees to be bound by this Agreement in its entirety. If Customer is acting on behalf of a company or other legal entity, Customer represents and warrants that it has the authority to bind that entity to this Agreement. If Customer does not agree, Customer must not access or use the Service.
1. Scope and Agreement Structure
1.1 Service
Hyrax provides a self-service software-as-a-service offering that enables Customer to connect, upload, or otherwise submit code repositories, code snippets, configuration files, and related materials so the Service can audit code, identify errors, defects, vulnerabilities, or quality issues, and generate findings, suggestions, remediations, fixes, pull requests, review comments, or other outputs.
1.2 Online ordering
The Service is offered exclusively on a self-serve, non-negotiated basis. These Terms of Service apply to all customers without exception. Hyrax does not enter into separately negotiated agreements, custom order forms, or statements of work. Hyrax may update these Terms from time to time in accordance with Section 16.
1.3 Incorporated terms
This Agreement includes and incorporates the applicable online order, plan selection, or checkout confirmation ("Order"), the pricing page at hyrax.dev/pricing, any usage limits or feature terms presented in the product or checkout flow ([Usage Limits]), Hyrax's privacy notice at hyrax.dev/legal/privacy, and any product-specific or support terms expressly referenced by Hyrax.
1.4 Order of precedence
If there is a conflict, the following order applies: the applicable Order, then feature-specific terms for the relevant feature, then this Agreement, then the Documentation or usage materials. Any terms in a purchase order, procurement portal, or other Customer document are void unless Hyrax expressly signs them.
2. Access, subscriptions, and accounts
2.1 Subscription term
Paid subscriptions run month-to-month and automatically renew each month until cancelled. Customer may cancel at any time through the Service, effective at the end of the then-current monthly term.
2.2 License
Subject to this Agreement, Hyrax grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer's internal business purposes.
2.3 Users and accounts
Customer is responsible for all users authorized under its account, all activity under its account, and maintaining the security of credentials, repository permissions, and connected third-party accounts. Customer will promptly notify Hyrax of any unauthorized use.
2.4 Free, beta, and preview features
Hyrax offers a free plan. The free plan is not a trial and is subject to the limits shown on the pricing page, including any monthly fix or usage caps. Beta, preview, alpha, or similar features are optional, may be changed or withdrawn at any time, and are provided "as is" without warranty, support commitments, or availability commitments.
2.5 Eligibility
The Service is intended solely for use by persons who are at least 18 years of age or the age of majority in their jurisdiction, whichever is greater, and who are accessing the Service for business or professional purposes on behalf of a company, organization, or as an individual developer. By accepting this Agreement, Customer represents and warrants that it meets these eligibility requirements. The Service is not directed at, and must not be used by, individuals acting in a personal, family, or household capacity or by persons under the applicable age of majority.
3. Fees, credits, overages, and taxes
3.1 Fees and billing
Customer will pay all fees shown in the applicable Order or pricing page. Hyrax or its payment processor may charge subscription fees monthly in advance and overages monthly in arrears using Customer's selected payment method.
3.2 Credits
Some plans include usage credits. "Credits" are non-cash units of permitted Service consumption as described on the pricing page or in-product. As described on the pricing page, one dollar of Credit corresponds to one dollar of Service compute, and each plan's Credit wallet resets at the start of each billing cycle. Credits expire at the end of the applicable monthly subscription period unless Hyrax expressly states otherwise. Unused credits are forfeited, do not roll over, have no cash value, and are not refundable.
3.3 Overage usage
If Customer exceeds included credits or other usage limits, Customer authorizes Hyrax to charge overage fees at the then-current rates. Customer remains responsible for all usage incurred through its account.
Overage is an optional feature that Customer elects to enable or disable at signup and may change as the Service permits. If overage is disabled, the Service will stop consuming Credits once the Customer's Credit balance reaches zero, and Service usage that would incur additional charges will be paused until the next billing cycle. If overage is enabled, Customer authorizes Hyrax and its payment processor to charge overage fees as described in this Section 3.3 and on the pricing page.
Where overage is enabled, Hyrax's payment processor may place a one-time card-verification authorization hold on Customer's payment method at signup in an amount stated on the pricing page; this hold is for verification only and is released after the verification succeeds. Thereafter, Customer authorizes Hyrax and its payment processor to charge Customer's payment method each time accrued overage reaches the threshold amount stated on the pricing page for Customer's plan, and to invoice separately, at the end of the billing cycle, any accrued overage remaining below that threshold. The card-verification hold is not triggered by exhausting Credits; charges for actual overage usage are.
Customer authorizes these charges in advance for so long as overage remains enabled. Any outstanding overage balance must be paid in full before the Customer's subscription renews for the next billing cycle, and Hyrax may decline to renew, or may suspend or downgrade the Service under Section 3.5, until such balance is paid. Customer remains responsible for all usage and overage incurred through its account.
3.4 Taxes
Fees are exclusive of taxes, duties, and similar charges, other than taxes on Hyrax's net income. Customer is responsible for all applicable taxes arising from its purchase or use of the Service.
3.5 Failed payment; suspension
If a charge is declined or remains unpaid after any grace period Hyrax provides, Hyrax may suspend, downgrade, or terminate access to the Service until payment is made in full. Except as required by law or expressly stated in this Agreement, fees are non-cancellable and non-refundable.
4. Customer responsibilities and acceptable use
Customer represents and warrants that it has all rights, permissions, and lawful authority needed to submit Customer Data and use the Service. Customer will use the Service only in compliance with applicable law and this Agreement.
Customer will not, and will not permit any user or third party to:
- submit unlawful, infringing, deceptive, or harmful content;
- submit code, data, or materials it does not have rights to use;
- use the Service to create, deploy, or distribute malware, ransomware, backdoors, exploits, or code intended to evade security controls or exfiltrate data;
- perform unauthorized security testing, scanning, access attempts, or repository access;
- reverse engineer, decompile, scrape, benchmark for publication, or use the Service to build or train a competing product or model;
- use the Service for life-safety, medical device, nuclear, weapons, autonomous critical infrastructure, or financial trading use cases;
- use the Service in a way that violates applicable privacy, export control, sanctions, or AI-related laws;
- upload regulated data that Hyrax does not support, including protected health information, children's data, or payment card data except through approved payment flows.
Hyrax may remove content or suspend access to address security risks, legal exposure, misuse, or violations of this Agreement.
Customer is solely responsible for the use of, implementation of, and reliance on all Output, and Customer will carefully test, review, and validate all Output before implementing, deploying, or relying on it. Customer acknowledges that this obligation is a material term of this Agreement and is independent of the disclaimers in Section 12.
5. Customer Data, Output, and data-use rights
5.1 Definitions
"Customer Data" means data, materials, prompts, repositories, files, and other content Customer submits to or makes available through the Service.
"Customer Code" means source code and related code materials within Customer Data.
"Output" means findings, comments, suggestions, remediations, fixes, patches, pull requests, or other results generated by the Service for Customer.
"Usage Data" means service telemetry, logs, diagnostics, performance data, account metadata, feature usage data, audit metadata, and similar operational information, excluding Customer Code in identifiable form.
"De-Identified Data" means data derived from Customer Data or Usage Data that has been aggregated, anonymized, or de-identified so that it does not reasonably identify Customer, its users, or any natural person and does not contain Customer Code in identifiable form.
5.2 Customer ownership
As between the parties, Customer retains all right, title, and interest in Customer Data. Subject to Hyrax Technology and any applicable third-party or open-source rights, Customer also owns Output generated specifically for Customer.
5.3 Customer license to Hyrax
Customer grants Hyrax and its sub-processors a worldwide, non-exclusive license during the term to host, copy, transmit, process, analyze, display, modify, and otherwise use Customer Data only as necessary to provide, operate, secure, maintain, troubleshoot, support, and enforce the Service, fulfill Customer's requests, and comply with law.
5.4 Hyrax use of Usage Data and De-Identified Data
Hyrax owns and may use Usage Data and De-Identified Data for analytics, benchmarking, security, product improvement, quality assurance, prompt and workflow tuning, model evaluation, and internal learning and improvement. Hyrax will use reasonable measures designed to prevent re-identification and will not intentionally attempt to re-identify De-Identified Data. Hyrax will not intentionally use Customer Code or other identifiable Customer Data to train generalized third-party foundation models.
5.5 Output characteristics
Output is generated by automated systems and may not be unique. Similar or identical output may be generated for other customers. Output does not transfer ownership of the Service, models, prompts, workflows, or other Hyrax Technology.
6. Privacy, security, retention, and deletion
Hyrax will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Service. Hyrax's handling of personal data is described in its privacy notice. Each party will comply with the data protection laws applicable to it.
Customer Code is ordinarily processed in memory and is not retained after inference except for transient caching, queued jobs, stored Output, logs, audit records, billing records, debugging, security, legal compliance, or dispute-resolution needs. Customer should export any Output it wants to keep before termination. After termination, Hyrax may delete Customer Data and Output after a reasonable wind-down period, except to the extent retention is required by law, necessary for legitimate security or billing purposes, or the data has already been de-identified.
Hyrax will notify Customer without undue delay, and in any event no later than 72 hours after becoming aware, of any confirmed unauthorized access to or disclosure of Customer Data or Customer Code that constitutes a security incident or breach under applicable law. Notification will be sent to the account email address on file. Hyrax's notification obligation does not apply to incidents caused by Customer's own acts or omissions, unauthorized access using Customer's own credentials, or outages or failures of third-party services outside Hyrax's reasonable control.
If Customer's use of the Service requires a data processing addendum, Customer may request Hyrax's standard DPA at hyrax.dev/legal/dpa. No DPA changes Hyrax's permitted use of Usage Data or De-Identified Data under this Agreement.
7. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other or accessed through the Service that a reasonable person would understand to be confidential, including Customer Code, Customer Data, Output, source code, non-public technical information, security information, pricing, and business plans.
The receiving party will use the disclosing party's Confidential Information only to perform or receive under this Agreement and will protect it using at least reasonable care. Confidential Information does not include information that is or becomes public without breach, was already lawfully known, is independently developed without use of the disclosing party's information or is lawfully received from a third party without duty of confidentiality. A receiving party may disclose Confidential Information if required by law, after giving notice where legally permitted.
8. Third-party services, AI, and open-source components
The Service uses third-party products, infrastructure, models, and components, including cloud services, payment processors, repository integrations, foundation models and model-hosting services, and open-source software. These currently include large-language-model providers, model-hosting platforms, source-code repository platforms, and payment processors, among others. The specific providers, models, and components used by the Service may change at any time, and Hyrax makes no representation or warranty that any particular provider, model, or component will be used. Hyrax may change providers or components from time to time.
Third-party services are subject to their own availability, limits, and dependencies. Hyrax is not responsible for outages, delays, changes, discontinuation, model behavior, hallucinations, inaccurate or insecure suggestions, or other failures caused by third-party services except as expressly stated in Section 11.
Certain software components are provided under open-source or third-party licenses, and those licenses apply to the extent required by law or license terms. To the extent an open-source or third-party license conflicts with this Agreement, that license governs solely with respect to the component it covers. Hyrax provides no warranty, indemnity, or support for open-source components except as expressly required by the applicable license, and a list of such components is available from Hyrax on request. Output may resemble or include code subject to third-party or open-source rights. Customer is responsible for reviewing Output for provenance, security, correctness, attribution, license obligations, and fitness before use.
9. Hyrax ownership and feedback
Hyrax and its licensors retain all right, title, and interest in and to the Service, software, models, prompts, workflows, documentation, interfaces, trademarks, Usage Data, De-Identified Data, and all related intellectual property ("Hyrax Technology"). No rights are granted except as expressly stated.
If Customer provides suggestions, ideas, enhancement requests, or other feedback relating to the Service (collectively, "Feedback"), Hyrax may use that Feedback without restriction, attribution, or compensation.
10. Suspension and termination
Hyrax may suspend or limit access immediately if necessary to prevent harm, address a security issue, comply with law, respond to nonpayment, or investigate suspected misuse. Where practicable, Hyrax will give notice and an opportunity to cure.
Either party may terminate this Agreement if the other materially breaches it and does not cure within 15 days after notice. Customer may also terminate by cancelling its subscription. Upon termination, Customer's right to access the Service ends, outstanding amounts become due, and unused credits are forfeited.
11. Limited warranty
For paid subscriptions, Hyrax warrants that the Service will materially perform as described in its then-current documentation under normal authorized use. Customer's exclusive remedy for breach of this warranty is that Hyrax will use commercially reasonable efforts to correct the nonconformity or, if Hyrax does not do so within a reasonable time, Customer may terminate the affected subscription and receive a refund of prepaid fees for the unused remainder of the then-current monthly term.
12. Disclaimers and validation responsibility
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11, THE SERVICE, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." HYRAX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
HYRAX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FULLY SECURE; THAT EVERY DEFECT OR VULNERABILITY WILL BE FOUND, FIXED, OR PREVENTED; OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, SAFE, SECURE, LEGALLY COMPLIANT, NON-INFRINGING, OR FIT FOR DEPLOYMENT. THE SERVICE IS ASSISTIVE ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL ENGINEERING, SECURITY, LEGAL, PRIVACY, OR COMPLIANCE REVIEW.
CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, APPROVING, AND VALIDATING ALL OUTPUT BEFORE IMPLEMENTATION, DEPLOYMENT, OR RELIANCE.
OUTPUT IS GENERATED BY LARGE LANGUAGE MODELS, INCLUDING THIRD-PARTY FOUNDATION MODELS OPERATED BY AWS BEDROCK, ANTHROPIC, AND OTHER MODEL PROVIDERS, AND MAY CONTAIN ERRORS, HALLUCINATIONS, INSECURE PATTERNS, OUTDATED CODE PRACTICES, OR CONTENT THAT RESEMBLES OR INCORPORATES THIRD-PARTY OR OPEN-SOURCE MATERIAL. HYRAX FINDINGS, SUGGESTIONS, REMEDIATIONS, FIXES, PULL REQUESTS, AND REVIEW COMMENTS ARE ADVISORY ONLY. THEY DO NOT CONSTITUTE A SECURITY AUDIT, PENETRATION TEST, VULNERABILITY ASSESSMENT, COMPLIANCE CERTIFICATION, REGULATORY SIGN-OFF, LEGAL OPINION, OR PROFESSIONAL ENGINEERING CERTIFICATION. CUSTOMER MUST NOT RELY ON OUTPUT AS EVIDENCE OF REGULATORY COMPLIANCE, SECURITY CLEARANCE, OR LEGAL CONFORMITY, AND REMAINS SOLELY RESPONSIBLE FOR ALL COMPLIANCE OBLIGATIONS APPLICABLE TO ITS SYSTEMS, PRODUCTS, AND DEPLOYMENTS.
13. Indemnification
13.1 Customer indemnification
Customer will defend, indemnify, and hold harmless Hyrax, its affiliates, and their personnel from any third-party claim, demand, investigation, or proceeding arising out of or related to: Customer Data; Customer's products, repositories, or deployments; Customer's use or implementation of any Output; Customer's breach of this Agreement; or Customer's violation of law or third-party rights.
Hyrax will promptly notify Customer of the claim and provide reasonable cooperation at Customer's expense. Customer will control the defense and settlement, except it may not settle in a way that admits fault by Hyrax or imposes non-monetary obligations on Hyrax without Hyrax's written consent. This Section is subject to Section 14.
13.2 Hyrax indemnification
Hyrax will defend Customer from and against any third-party claim, demand, suit, or proceeding alleging that the Service, as provided by Hyrax and used by Customer in accordance with this Agreement, infringes or misappropriates that third party's patent, copyright, trademark, or trade secret rights, and Hyrax will indemnify Customer for damages, attorneys' fees, and costs finally awarded against Customer, or agreed in a settlement approved by Hyrax, that are attributable to such a claim.
Hyrax's obligations under this Section 13.2 do not apply to any claim arising from (a) Customer Data, Customer Code, or Customer's products, repositories, or deployments; (b) Output, or Customer's use, modification, or implementation of Output; (c) Hyrax's compliance with Customer's designs, instructions, specifications, or requirements; (d) use of the Service in combination with software, hardware, data, models, or processes not provided by Hyrax, where the Service alone would not be infringing; (e) any modification of the Service not made by Hyrax; (f) use of the Service after Hyrax has notified Customer to discontinue such use; or (g) free, beta, preview, or similar features. If the Service is, or in Hyrax's reasonable opinion is likely to become, the subject of an infringement claim, Hyrax may, at its option and expense, (i) procure the right for Customer to continue using the Service, (ii) modify or replace the Service so that it is non-infringing while substantially equivalent in function, or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected subscription and refund any prepaid fees for the unused remainder of the then-current monthly term. This Section 13.2 states Hyrax's entire liability, and Customer's exclusive remedy, for any claim of infringement or misappropriation by the Service.
As a condition of Hyrax's obligations under this Section 13.2, Customer will promptly notify Hyrax of the claim, give Hyrax sole control of the defense and settlement (except that Hyrax may not settle a claim in a way that imposes a non-monetary obligation on Customer or admits fault by Customer without Customer's consent), and provide reasonable cooperation at Hyrax's expense. This Section 13.2 is subject to Section 14.
14. Limitation of liability
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business interruption, or loss of data, even if advised of the possibility of those damages.
Each party's total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to Hyrax under this Agreement during the 12 months before the event giving rise to the claim. If no fees were paid, each party's aggregate liability will not exceed $100.
The cap and the exclusion of damages above do not limit or apply to: (a) Customer's obligation to pay fees properly due under this Agreement; (b) Customer's indemnification obligations under Section 13.1; (c) Customer's breach of the license scope in Section 2.2 or of the acceptable-use restrictions in Section 4; (d) Customer's infringement, misappropriation, or other violation of Hyrax's intellectual property rights; or (e) either party's liability for fraud, gross negligence, or willful misconduct.
15. Disputes, arbitration, and governing law
Please read this section carefully. It affects how disputes are resolved.
15.1 Informal resolution
Before filing a lawsuit, a party must send the other party written notice of the dispute, including a short description of the claim and the relief requested. The parties will try in good faith to resolve the dispute through business representatives for 30 days after the notice is received. Either party may require one confidential remote mediation during that 30-day period. This Section does not prevent a party from seeking immediate relief under Section 15.3 or filing a claim for unpaid fees.
15.2 Expert determination for technical disputes
Any dispute primarily involving usage metering, credit consumption, overage calculations, system logs, uptime or performance metrics, or other technical records or calculations must first be submitted to an independent expert with relevant expertise. The parties will try to agree on the expert within 10 days after either party requests expert review. If they do not agree, Hyrax will provide three qualified independent candidates and Customer will select one within 5 days; if Customer does not do so, Hyrax may appoint one from that list. The expert will act as an expert and not as an arbitrator. The expert's determination is final and binding absent manifest error. Unless the expert decides otherwise, each party will bear half of the expert's fees and its own related costs.
15.3 Exclusive court venue; injunctive relief
Except for matters subject to Section 15.2, any dispute arising out of or relating to this Agreement or the Service must be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party irrevocably submits to the personal jurisdiction and venue of those courts.
Either party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief in those courts at any time, without first completing Section 15.1, for actual or threatened misuse of intellectual property, Confidential Information, account credentials, systems, or unauthorized access to the Service. The parties agree that those violations can cause irreparable harm for which monetary damages are not an adequate remedy.
15.4 Class-action waiver; jury-trial waiver
To the fullest extent permitted by law, all disputes must be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective, coordinated, consolidated, mass, private attorney general, or representative proceeding. If this class-action waiver is held unenforceable as to a particular dispute, that dispute, and only that dispute, will be resolved in court in accordance with Section 15.3 rather than on a class, collective, or representative basis, and the remainder of this Section 15 will remain in full force and effect.
Each party knowingly and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement or the Service.
15.5 Prevailing-party fees
The prevailing party in any action, proceeding, mediation, or expert determination arising out of or relating to this Agreement is entitled to recover its reasonable attorneys' fees, expert fees, and costs. For purposes of this Section 15.5, the "prevailing party" is the party that is awarded, or that obtains by settlement, substantially the relief it sought; if no party substantially prevails, each party bears its own fees and costs. This Section 15.5 does not apply to a claim for unpaid fees, for which Section 3 governs.
15.6 Governing law
Florida law governs this Agreement and any dispute arising from it, without regard to conflict-of-laws rules.
16. Changes to the Service and this Agreement
Hyrax may update the Service, pricing, usage limits, and this Agreement from time to time. Changes to pricing ordinarily apply on the next renewal term. If Hyrax makes a material change to this Agreement, Hyrax will provide notice by email, in-product notice, or updated posting. The change becomes effective on the stated effective date, and for existing paid subscriptions, no earlier than the next renewal after notice unless the change is required for law, security, or abuse prevention. If Customer does not agree to the change, Customer must stop using the Service and cancel before the next renewal.
17. General
Entire Agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral. There are no separately negotiated terms, custom agreements, or amendments. Customer acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, roadmap, or description of future functionality not expressly set out in this Agreement, including statements in any FAQ, documentation, or marketing material, and that its decision to use the Service is not contingent on the delivery of any future feature or functionality. Hyrax may update this Agreement in accordance with Section 16. Notices to Customer may be sent to the account email address on file or through the Service. Legal notices to Hyrax must be sent to the address above and Legal@Hyrax.com.
Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets. Hyrax is not liable for delays or failures caused by events beyond its reasonable control. Customer will comply with all applicable export-control and sanctions laws, including the US Export Administration Regulations (EAR). Customer represents and warrants that: (a) it is not located in, organized under the laws of, or controlled by a country or territory subject to comprehensive US sanctions administered by the Office of Foreign Assets Control (OFAC); (b) it is not named on any OFAC sanctions list, including the Specially Designated Nationals and Blocked Persons List; and (c) it will not use or permit use of the Service in any manner that would violate applicable US export control or sanctions laws. Sections that by their nature should survive termination survive, including Sections 1.4 (Order of precedence), 3 (Fees), 4 (acceptable-use restrictions), 5 (Customer Data, Output, and data-use rights), 7 (Confidentiality), 8 (Third-party services), 9 (Hyrax ownership and feedback), 10 (Suspension and termination), 12 (Disclaimers), 13 (Indemnification, including Sections 13.1 and 13.2), 14 (Limitation of liability), 15 (Disputes), and 17 (General).
Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permissible and, to the extent it cannot be enforced, will be deemed modified or limited to the minimum extent necessary to make it valid and enforceable while preserving its intent. The remaining provisions of this Agreement will remain in full force and effect. If the class-action waiver or jury-trial waiver in Section 15.4 is held unenforceable as to any claim, that claim, and only that claim, will be severed and brought in a court of competent jurisdiction consistent with Section 15.3, and the remainder of Section 15 will remain in effect.
No waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of that right, power, or remedy, and no single or partial exercise of any right, power, or remedy will preclude any other or further exercise of it. A waiver is effective only if in writing and signed by the party granting it.
Relationship of the parties. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the parties, and neither party has authority to bind the other.
No third-party beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and confers no rights or remedies on any other person or entity.