THESE PASS-THROUGH END USER TERMS (these “Terms”) CONTAIN TERMS AND CONDITIONS THAT GOVERN Customer's (“Customer”) ACCESS AND USE OF THE PRODUCTS OBTAINED THROUGH A PARTNER RESELLEr AND PROVIDED BY ANACONDA, INC. (“Anaconda“). THESE TERMS ARE A CONTRACT BETWEEN ANACONDA AND CUSTOMER OR THE COMPANY OR OTHER LEGAL ENTITY CUSTOMER REPRESENTS. IF CUSTOMER IS ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE DEFINED TERM “Customer” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THE PROVISIONS AND CONDITIONS OF THESE TERMS, CUSTOMER MUST NOT ACCEPT THESE TERMS AND MAY NOT USE OR RECEIVE ANY PRODUCTS.
These Terms become binding and effective (the “Effective Date”) on Customer upon the earliest of: (1) when Customer accesses or uses a Product obtained through a Partner Reseller, (2) when Customer clicks an “I Accept,” “Sign up,” or similar button or checkbox referencing these Terms, or (3) when Customer enters into an Order Form with an Partner Reseller.
Customer may not access or use the Products if Customer is Anaconda’s direct competitor, except with Anaconda’s prior written consent. In addition, Customer may not access or use the Products for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.
Unless otherwise set forth in these Terms, Anaconda will treat any information that Customer provides in connection Customer’s use of the Products or Anaconda’s provision of services to Customer in accordance with Anaconda's Privacy Statement in effect at the time that such information is provided, the current version of which is available at https://www.anaconda.com/privacy-policy, and which is incorporated into these Terms.
DEFINITIONS.
Capitalized terms used in these Terms and not otherwise defined herein are defined at https://anaconda.com/definitions.
PRODUCTS AND SUPPORT.
Anaconda shall provide the Products described in each Order Form. The Order Form shall set forth, as applicable: (a) the Subscription Term; (b) the licensed Products; (c) Customer’s identification and contact information; and (d) any additional information, terms and/or conditions relevant to Customer’s purchase. Customer acknowledges and agrees that Customer is solely responsible for decisions made and actions taken with respect to Customer’s End User’s use of the Products. In connection with Customer's use of the Products, Anaconda will provide email and on-line support, in accordance with Anaconda's Standard Support Policy and/or upgraded support if purchased. Anaconda may also provide links or references to Third-Party Services in the Documentation and/or within the Products. Such Third-Party Services are not provided by Anaconda, and Anaconda is neither liable nor responsible for their functioning, results, or effects. Customer is responsible for complying with all applicable third-party terms, policies, and licenses governing Customer's access and use of Third-Party Services.
FEES AND PAYMENT.
All charges and fees (“Fees”) and payment terms with respect thereto, shall be agreed between Customer and Partner Reseller and shall be paid by Customer in accordance with such terms directly to Partner Reseller. Customer acknowledges that the consideration for Customer's subscriptions under these Terms shall be paid to Anaconda directly by such Partner Reseller pursuant to a separate agreement between Anaconda and such Partner Reseller (“Reseller Contract”). Additional End Users added shall be authorized through the remainder of the then-current Subscription Term. Fees with respect to any such End users shall be prorated to reflect the number of days remaining in the Subscription Term during which such additional End Users were activated.
TERM AND TERMINATION.
Term. These Terms shall commence on the Effective Date and shall continue for as long as a Subscription Term is in effect. On each anniversary of a Subscription Term, these Terms and the associated Order Form will renew automatically for successive periods equal to the initial Subscription Term, unless either Customer or Partner Reseller provides the other with written notice of termination at least thirty (30) days prior to such anniversary.
Termination. Either party may terminate these Terms upon prior written notice to the other party if such other party materially breaches any term or condition of these Terms or an Order Form and fails to cure such breach within thirty (30) days after delivery of written notice thereof. Additionally, Anaconda may suspend Customer's access to the Products and/or terminate these Terms, upon written notice to Customer, (i) if Partner Reseller fails to pay any amount due to Anaconda under its Reseller Contract on Customer's behalf for the products and services set forth in the Order Form(s) and such failure remains uncured following the cure period specified in its Reseller Contract; or (ii) in the event that Anaconda believe, in Anaconda's sole but reasonable discretion, that Customer use the Products for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government, that violates or infringes the rights of any third party, or that constitutes a violation of Anaconda's Terms of Service then in effect, the current version of which is available for review at https://www.anaconda.com/terms-of-service.
Effects of Termination. Upon termination or expiration of these Terms, all licenses set forth hereunder shall terminate, and Customer's right to access the Products shall cease. Notwithstanding the foregoing, provided that Anaconda have not terminated these Terms pursuant to Section 4(b) above, Anaconda will permit Customer to access the Products, solely for the purpose of downloading Customer Materials (as defined below) for a period of thirty (30) days following the effective date of termination or expiration of these Terms; provided that Customer's access and use will continue to be subject to these Terms and Customer shall not access or use the Products other than to access and download Customer Materials. If these Terms are terminated by Anaconda pursuant to Section 10(a), any refund will be issued directly to the Partner Reseller and any pass-through of some or all of that amount will be between Partner Reseller and Customer under an Order Form. In no event will any termination, expiration or suspension of the Product(s), these Terms, or the Reseller Contract give rise to any liability of Anaconda to Customer for refunds or damages.
CONFIDENTIAL INFORMATION.
To the extent a party (“Discloser”) discloses to the other party (“Recipient”) information in connection with these Terms, whether disclosed prior to, on, or after the Effective Date, and which is either marked as confidential (or words of similar import) or is of a nature or disclosed in such a manner as would put a reasonable person on notice as to the confidential or proprietary nature of the information (collectively “Confidential Information”), the Recipient will protect such Confidential Information from offering use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, the Recipient may use the Discloser’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information (a) solely to Recipient’s employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; or (b) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 5 shall control over any non-disclosure agreement by and between the parties entered into prior to the Effective Date and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of these Terms. The foregoing shall not apply to information that: (i) is publicly known at the time of disclosure or subsequently becomes publicly known other than through a breach of this Section 5; (ii) is lawfully received by Recipient from a third party not subject to confidentiality terms with the Discloser with respect to such information; (iii) was independently developed by the Recipient without reference to the Discloser’s Confidential Information, as established by the written records of the Recipient, or (iv) is required to be disclosed under a legal requirement, provided that, in the case of subsection (iv), the Recipient shall: (A) give the disclosing party reasonable written notice prior to disclosure pursuant to such requirement (unless prohibited by such requirement); (B) use diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allow the Discloser to participate in the proceeding; and (C) comply with any applicable protective order or equivalent. Customer acknowledges and agrees that the pricing terms in any Order Form, as well as any Documentation Anaconda provides for or in connection with the Products (in whatever form), as well as the Products itself, shall be deemed Anaconda's Confidential Information.
OWNERSHIP, SECURITY, AND PRIVACY OF CUSTOMER MATERIALS.
As between Customer and Anaconda, all information and materials provided to, by Customer, or on Customer's behalf in connection with Customer's use of the Product(s) (collectively, “Customer Materials”), are and shall remain Customer's property, including any modifications or derivative works thereof and, to the extent applicable, shall be deemed Customer's Confidential Information. Customer hereby grant Anaconda a limited license to use, copy, modify and create derivative works of and from Customer Materials, solely as necessary for Anaconda to provide the Products in accordance with the terms and conditions of these Terms and any Order Form.
Customer acknowledges that Anaconda collects and aggregates anonymous data concerning Product user behavior, traffic, and other interactive and telemetric information. Such anonymous data does not identify Customer or any End User or other individual, and no such identity can be derived from such data. Customer agrees that both during and after the Subscription Term, Anaconda may retain and use all such anonymous data to improve and market the Products and Anaconda's services. Anaconda will implement and maintain industry-standard administrative, physical, and technical safeguards to provide an appropriate level of security, confidentiality, and integrity of Customer Materials in accordance with Anaconda's security and privacy requirements, as updated from time to time and accessible via the Product’s Documentation.
Customer and Anaconda each hereby agree to comply with all Applicable Data Protection Laws. To the extent that Customer discloses to Anaconda any personal information of, or relating to, any individual, or other information subject to Applicable Data Protection Laws (including in connection with Customer's use of the Products), if required by such laws, Customer will notify the affected individual or entity of the intended transfer to Anaconda and obtain specific written consent from such individual or entity to such transfer. Anaconda will treat all such information in accordance with Anaconda's then-current Privacy Statement, located at https://www.anaconda.com/privacy-statement-california. To the extent that Anaconda is a processor of personal data that is subject to certain Applicable Data Protection Laws, the Data Processing Addendum located at https://www.anaconda.com/legal is hereby incorporated into these Terms. Customer agrees that Anaconda may list Customer as a customer and/or use Customer's logo for Anaconda's promotional purposes unless Customer advises Anaconda, in writing, that Customer does not consent to such use.
ANACONDA’S INTELLECTUAL PROPERTY.
Anaconda owns all intellectual property rights in and to the Products. Other than the limited license right to utilize the Products, nothing contained in these Terms shall be construed as granting Customer or any End User any rights in or to the Products. Subject to the terms and conditions of these Terms, Anaconda hereby grant Customer a limited scope, nonexclusive, nontransferable license for Customer to use and access the Products for the number of End Users set forth in each Order Form, during the associated Subscription Term, solely for Customer's business purposes and as may be further described in such Order Form. Customer may use any Documentation (in whatever medium) that Anaconda provides with the Products, solely in connection with Customer's licensed use of the Products.
Access to and use of the Products is restricted to the specified number of individual End User permitted under Customer's subscription to the Products. Customer agrees and acknowledges that each End User Token shall only be used by one (1) designated individual End User. Customer further agrees and acknowledges that an End User Token cannot be shared or used by more than one (1) individual, but that End User Tokens may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Products. Customer shall administer the registration and password access for End User Token credentials of Customer's personnel and shall be responsible for maintaining the confidentiality of and all use under such End User Token credentials.
Customer shall not do, attempt to do, nor permit any person or entity to do, any of the following: (a) create or recreate the source code for any underlying software and technology relating to the Products, or re-engineer, reverse engineer, decompile or disassemble any such underlying software and technology; (b) copy, modify, adapt, translate or create derivative works based upon any such underlying software and technology; (c) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Products or any Documentation; or (d) sublicense, sell, lease, rent, timeshare or otherwise transfer, or pledge as security, the Products or its access thereto. All rights (including all intellectual property rights) to and/or with respect to any items, materials or services relating to the Products not expressly licensed by Anaconda hereunder, are expressly and exclusively retained by Anaconda. Anaconda shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Products and Anaconda's services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or on Customer's behalf.
WARRANTIES AND DISCLAIMERS.
Anaconda warrants that (1) the Products will perform materially in accordance with the specifications set forth in the Documentation and in accordance with the Terms; and (2) Anaconda will provide the Professional Services in a professional and workmanlike manner and in accordance with the statement of work applicable to such Professional Services. For any breach of a warranty in this section, Customer's exclusive remedies are those described in Section 4(b) herein.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE Products OR SERVICES OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR OTHERWISE (INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THESE TERMS, ANACONDA MAKE NO REPRESENTATION OR WARRANTY, AND HAVE NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY THIRD-PARTY SERVICES, AND CUSTOMER ACKNOWLEDGE THAT ANACONDA DO NOT WARRANT THAT THE PRODUCTS (1) WILL MEET CUSTOMER'S OR ANY OTHER PERSON’S REQUIREMENTS; (2) OPERATE WITHOUT INTERRUPTION; (3) ACHIEVE ANY INTENDED RESULT; (4) BE ERROR FREE; OR (5) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH ANY THIRD-PARTY SERVICES. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ANACONDA OR THROUGH THE PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 9: (a) UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS SUPPLIERS OR AFFILIATED PERSONS OR ENTITIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING CLAIMS FOR LOSS OF DATA, USE OF OR INABILITY TO USE THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA OR THE SPECIFIC RESULTS OBTAINED THROUGH THE USE OF THE PRODUCTS) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE; AND (b) IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CUSTOMER (INCLUDING CUSTOMER'S END USERS), ANACONDA, ANACONDA'S SUPPLIERS, AND AFFILIATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING ARISING HEREUNDER EXCEED THE FEES THAT PARTNER RESELLER HAS PAID TO ANACONDA DIRECTLY ON CUSTOMER’S BEHALF FOR CUSTOMER’S END USER SUBSCRIPTIONS SET FORTH IN ONE OR MORE ORDER FORMS PURSUANT TO THE RESELLER CONTRACT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
THE LIMITATIONS SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO AMOUNTS PAID OR PAYABLE IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS UNDER SECTION 9. THE PROVISIONS OF THIS SECTION 9 ALLOCATES THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE EXCLUSIONS IN DETERMINING TO ENTER INTO THESE TERMS.
INDEMNIFICATION.
Indemnification by Anaconda. Anaconda will indemnify, defend and hold Customer harmless from and against all claims, suits and/or proceedings brought by any third party against Customer alleging infringement of such third party’s intellectual property rights by the Products, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys’ fees, in connection with the foregoing; provided that Customer: (1) promptly notifies Anaconda, in writing, of any such claim, suit or proceeding; (2) cooperate reasonably with Anaconda, at Anaconda's expense, in the defense and settlement thereof; and (3) allow Anaconda to control the defense and settlement thereof. If any infringement claim with respect to the Products may be or has been asserted, Customer will allow Anaconda, at Anaconda's option and expense, to: (i) procure for Customer the right to continue using the Products; (ii) replace or modify the Products to eliminate the infringement while providing functionally equivalent performance; or (iii) terminate these Terms with respect to the Products in exchange for a refund to Partner Reseller of the pro-rata portion of Fees that Partner Reseller has actually paid to Anaconda on Customer's behalf for the utilization of the Products corresponding to periods following such termination. Anaconda's obligations under this Section 10 shall not apply to any claims based upon: (A) any materials, software or other information that have been altered by Customer or any party other than Anaconda; (B) the combination of the Products with any items not provided or required by Anaconda, in writing (including in the Documentation); (C) use of the Products or any such materials, software or information after termination pursuant to sub-section (iii) above; or (D) Customer or Customer's End User’s use of the Products in a way that infringes or misappropriates such third party’s intellectual property rights. This Section 10 states Customer's exclusive remedy and Anaconda's sole liability in connection with any claim of infringement or misappropriation of intellectual property rights.
Indemnification by Customer. Customer will indemnify, defend and hold Anaconda harmless from and against all claims, suits and/or proceedings brought by any third party against Anaconda relating to or arising out of Customer's or Customer's End User’s use of the Products or alleging that Customer Materials infringes or misappropriates such third party’s intellectual property rights; provided that we: (1) promptly notifies Customer, in writing, of any such claim, suit or proceeding; (2) cooperate reasonably with Customer, at Customer's expense, in the defense and settlement thereof; and (3) allow Customer to control the defense and settlement thereof.
MISCELLANEOUS.
Independent Parties/Third Party Beneficiaries. Customer and Anaconda are independent parties. Nothing in these Terms will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party. Neither party will either have, or represent itself to have, any authority to bind the other party or act on its behalf. Nothing in these Terms is intended or shall be construed as a third-party beneficiary agreement, nor shall these Terms confer, convey or be deemed to accord any rights to any third party. For clarity: (1) Partner Reseller is not a third-party beneficiary of these Terms; (2) Customer is not a third-party beneficiary of any agreement between Anaconda and Partner Reseller; and (3) Anaconda are not a party to any Order Form or other agreement between Customer and Partner Reseller; provided, however, that Anaconda are a third-party beneficiary with respect to an Order Form as it relates to these Terms.
Force Majeure. Neither party will be liable for any failure or delay in performing an obligation under these Terms that is due to causes beyond its reasonable control, such as natural catastrophes, or governmental acts or omissions, laws or regulations. These causes will not excuse Customer from paying amounts due under these Terms.
Notices. Any notice under or in connection with these Terms shall be in writing and shall be sent by nationally recognized (in the country of the sending party) overnight courier or certified mail (return receipt requested) to the address for notice that Customer provide in the Order Form (in the case of notice to Customer) and the then-current address of Anaconda's corporate headquarters set forth on Anaconda's corporate website at www.anaconda.com (in the case of notice to Anaconda). Additionally, Anaconda may notify Customer via the email address Customer provides in the Order Form. All notices shall be deemed to have been sufficiently given immediately upon delivery by electronic mail (provided that the sender does not receive a response that the message could not be delivered); or, if otherwise delivered to a party’s physical address upon the earlier of receipt or two (2) business days after being deposited in the mail or with a courier as permitted above. Either party may change its notice address by written notice to the other party by email or otherwise as described above.
Assignment. Customer may not assign or otherwise transfer these Terms or any of Customer's rights or obligations hereunder without Anaconda's prior written consent, which will not be unreasonably withheld. Any assignment or attempt to do so other than as provided in this Section 11(d) will be void. Notwithstanding the foregoing, Customer may assign these Terms together with Customer's assignment of all Order Forms in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Customer's assets or voting securities or similar change of control transaction without Anaconda's prior written approval. Anaconda may, without Customer's consent, assign these Terms to any affiliate or in connection with any merger, reorganization, acquisition or other transfer of all or substantially all of Anaconda's assets or voting securities or similar change of control transaction.
- Waiver, Modification, Severability, Cumulative Remedies, Construction.
Waiver, Modification. Except as otherwise provided herein, any waiver, amendment or other modification of these Terms will not be effective unless in a physical writing, manually executed by the parties (e.g., no e-mail correspondence or other form of electronic contracting shall serve to amend, modify or waive any portion of these Terms). No other course of conduct shall operate to waive, amend or modify these Terms. The waiver by either party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or different right or remedy in subsequent instances.
Severability. If any provision of these Terms is held to be invalid, it shall either be: (i) revised only to the extent necessary to make it enforceable, and such revision shall not affect the enforceability: (1) of such provision under other circumstances; or (2) of the remaining provisions hereof under any circumstances; or (ii) if such revision is not possible, severed from these Terms and the remainder of these Terms shall continue in full force and effect.
Cumulative Remedies. Except as expressly provided to the contrary herein, all remedies set forth in these Terms are cumulative and not exclusive of any other remedies at law or in equity, statutory or otherwise.
Construction. Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa. The section headings are for ease of reference only and shall not affect the interpretation or construction of these Terms. Whenever the terms “including” or “include” are used in these Terms in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of, the items within such classification.
Survival. Sections that by their nature, or to give effect to their meaning, must survive expiration or termination of these Terms, shall survive any expiration or termination of these Terms.
Governing Law. These Terms will be governed by and interpreted in accordance with the laws of the State of Texas, U.S.A., excluding its conflicts of laws principles. Any controversy or claim arising out of or relating to these Terms or the existence, validity, breach or termination thereof, whether during or after the Term, will be brought in the federal or state courts having jurisdiction over Travis County, Texas, to whose exclusive jurisdiction the parties hereby irrevocably submit for such purposes. Both parties hereby exclude the application of the Uniform Computer Information Transactions Act (“UCITA”), the United Nations Convention on the International Sale of Goods (“CISG”) and any law of any jurisdiction that would apply UCITA or CISG or terms equivalent to UCITA or CISG to these Terms.
Entire Agreement. These Terms and any schedules, exhibits and other documents expressly incorporated herein or therein, constitute the complete and entire statement of all terms, conditions and representations of the agreement between Anaconda and Customer with respect to its subject matter and supersede all prior agreements, writings or understandings, whether oral or in writing. No terms or conditions stated in any purchase order or in any other order documentation Anaconda may receive from Customer shall be incorporated into, or form any part of, these Terms, and all such terms or conditions shall be null and void.
Additional Features. If Anaconda offers additional features or functionality that are available or enabled through the Products, with or without charge, Anaconda will notify Customer of supplemental terms (if any) applicable to such additional features or functionality prior to Customer's activation of or access to such additional features or functionality. Customer's activation of, or access to such additional features or functionality will be considered acceptance of the applicable supplemental terms where applicable.
Incorporation of Terms; Conflict. These Terms govern Customer's access and use of the Products in connection with an Order Form between Customer and Partner Reseller. Customer acknowledge the agreement between Anaconda and Partner Reseller that offering the Partner Reseller as a reseller or a managed service provider requires Partner Reseller to incorporate these Terms into all Order Forms, and Customer expressly agree that Anaconda shall have the benefit of and right to enforce these Terms against Customer. In the event any provision of these Terms is deemed to conflict with a provision of an Order Form or other agreement between Customer and Partner Reseller with respect to the Products or other subject matter of these Terms, the applicable provision of these Terms shall control as between Customer and Anaconda. Notwithstanding anything to the contrary, the agreement between Customer and Partner Reseller: (i) shall not modify any of the terms set forth herein, and (ii) is not binding on Anaconda.
Changes to these Terms. Anaconda may modify these Terms at any time by posting a revised version at https://www.anaconda.com/legal, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order Form specifies a fixed term of twelve (12) months or longer, the modifications will instead be effective immediately upon the start of the next renewal term, if any. In either case, if Customer objects to the updated Terms, as Customer's sole and exclusive remedy, Customer may choose not to renew Customer's subscription to the Products, including canceling with Partner Reseller any terms set to auto-renew. For the avoidance of doubt, any Order Form is subject to the version of the Terms in effect at the time of the Order Form.