Variant Corporate Terms of Service


These terms apply to Variant customers who have accepted the Corporate Terms of Service

THANK YOU FOR CHOOSING VARIANT. PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS USE OF THE PRODUCTS (AS DEFINED BELOW), UNLESS VARIANT HAS EXECUTED A SEPARATE WRITTEN AGREEMENT WITH CUSTOMER FOR THAT PURPOSE.

BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON OR BY ACCESSING THE PRODUCTS, CUSTOMER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT.

Variant Corporate Terms of Service

Version Effective Date: April 29, 2021

This Agreement applies to the following Variant offerings, as further defined below (collectively, the “Products”):

  • The Service;
  • Any Beta Previews;
  • Any related Support; and
  • Any related Professional Services.

A. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party where "control" means having more than fifty percent (50%) ownership or the right to direct the management of the entity.

“Agreement” means, collectively, all the terms, conditions, notices contained or referenced in this document and all other operating rules, policies and procedures that Variant may publish from time to time on the Service. Variant's site policies are available at https://www.variant3d.com

“All Users” means, collectively, Customer’s Users and External Users who use the Service.

"Beta Previews" mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

"Confidential Information" means all non-public information disclosed by either Party to the others, whether in writing, orally or by other means, designated as confidential or that the receiving Party knows or reasonably should know, under the circumstances surrounding the disclosure and the nature of the information, is confidential to the disclosing Party. For the avoidance of doubt, no Content posted on the Service will be considered Confidential Information. Confidential Information does not include any information that (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; (iv) the receiving Party independently develops without access to or use of the other Party's Confidential Information; or (v) is or has been stored or posted on the Service, excluding Content explicitly marked as private.

"Content" means, without limitation, 3D models, textures, code, text, data, articles, images, packages, photographs, graphics, software, applications, designs, features, and other materials that are featured, displayed, or otherwise made available through the Service.

"Corporate Account" means an account created by a User on behalf of an entity.

"Customer" means the company or organization that has entered into this Agreement with Variant by clicking on the "I AGREE" or similar button or by accessing the Products.

"Customer Content" means Content that Customer creates, owns, or to which Customer holds the rights.

"Documentation" means any manuals, documentation and other supporting materials relating to the Products that Variant provides or makes available to Customer.

"Effective Date" is the earlier of the date on which Customer (i) clicks “I agree” to the terms and conditions of this Agreement, or (ii) first places an order for the Products.

"External User" means an individual, not including Customer’s Users, who visit or use the Service.

"Feedback" means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on Variant products or services.

"Fees" means the fees Customer is required to pay Variant to (i) use the Products during the applicable Term or (ii) receive Professional Services, as such fees are reflected on an Order Form or SOW.

“Variant” means Variant Pty Ltd., its Affiliates, and its Representatives.

"Variant Content" means Content that Variant creates, owns, or to which it holds the rights.

"Order Form" means written or electronic documentation (including a quote) that the Parties may use to order the Products.

“Team” means a shared workspace that may be associated with a single entity or with one or more Users where multiple Users can collaborate on a single project (e.g. a product line, micro-site or e-commerce store). A User can be a member of more than one Team.

"Professional Services" means training, consulting, or implementation services that Variant provides to Customer pursuant to a mutually executed SOW. Professional Services do not include Support.

"Professional Services Credits" means the upfront payment method for purchasing Professional Services (exclusive of travel and lodging expenses) that Customer may use over a period of twelve (12) months (unless otherwise stated in an Order Form) for Professional Services. Any Professional Services Credits that remain unused at the end of twelve (12) months from the date of purchase (or as otherwise stated in an Order Form) are automatically cancelled and are non-refundable.

"Representatives" means a Party’s employees, officers, agents, independent contractors, consultants, and legal and financial advisors.

“Scraping” means extracting data from the Service via an automated process, such as a bot or webcrawler, and does not include the collection of information through Variant's API.

"Service" means Variant's hosted service and any applicable Documentation.

"SOW" means a mutually executed statement of work detailing the Professional Services Variant will perform, any related Fees, and each party's related obligations.

"Subscription License" means the license assigned to each User to install, operate, access, and use the Service on Customer’s behalf. Customer may only assign one Subscription License per User across its Teams. For clarity, once Customer assigns a Subscription License to a User, Customer is prohibited from bifurcating the Subscription License so that one User can use a Subscription License on one Team while another User uses the same Subscription License on another Team.

“Support” means technical support for the Service that Variant may provide.

"User" means an individual who (a) accesses or uses the Service, (b) accesses or uses any part of Customer’s account; or (c) directs the use of Customer’s account in the performance of functions, in each case on Customer’s behalf. The number of Users should not exceed the number specified in the subscription that Customer has purchased.

“User-Generated Content” means Content created or owned by a third party or External User.

B. Account Terms

1. Account Controls.

  • Users. Customer acknowledges that Users retain ultimate administrative control over their individual accounts and the Content within them. Variant's Standard Terms of Service govern Users' use of the Service, except with respect to Users' activities under this Section B.

  • Teams. Customer retains ultimate administrative control over any Team created on Customer’s behalf and User-Generated Content posted to its Team(s), subject to this Section B. This Section B will govern the use of Customer’s Team(s).

2. Account Requirements

In order to create an account, Customer must adhere to the following:

  • Customer must not create an account for use of any person under the age of 13. If Variant learns of any User under the age of 13, it will terminate that User's account immediately. If Customer or its User(s) are located in a country outside the United States, that country's minimum age may be older; in such a case, Customer is responsible for complying with that country's laws.

  • A User’s login may not be shared by multiple people.

3. Account Security

Customer is responsible for: (i) all Content posted and activity that occurs under its Corporate Account; (ii) maintaining the security of its account login credentials; and (iii) promptly notifying Variant upon becoming aware of any unauthorized use of, or access to, the Service through its account. Variant will not be liable for any loss or damage from Customer’s failure to comply with this Section B.

4. Third Party Terms

In some situations, third parties' terms may apply to Customer's use of Variant. For example, Customer may be a member of an Team with its own terms or license agreements; Customer may download an application that integrates with the Service; or Customer may use the Service to authenticate to another service. While this Agreement is Variant’s full agreement with Customer, other parties' terms govern their relationships with Customer.

C. Compliance with Laws; Acceptable Use; Privacy

1. Compliance with Laws and Regulations

Customer’s use of the Products must not violate any applicable laws, including copyright or trademark laws, export control laws, or regulations in its jurisdiction.

2. Acceptable Use

Customer’s use of the Service must comply with Variant's Acceptable Use Policies. Customer must not use the Service in any jurisdiction for unlawful, obscene, offensive or fraudulent Content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights.

3. Privacy

The Variant Privacy Statement provides Variant's privacy and data use practices. Any person, entity, or service collecting data from the Service must comply with the Variant Privacy Statement, particularly in regards to the collection of Users' Personal Information (as defined in the Variant Privacy Statement). If Customer collects any User Personal Information from Variant, Customer will only use it for the purpose for which the External User has authorized it. Customer will reasonably secure any such Personal Information, and Customer will respond promptly to complaints, removal requests, and "do not contact" requests from Variant or External Users.

D. Content Responsibility; Ownership; License Rights

1. Responsibility for User-Generated Content

Customer may create or upload User-Generated Content while using the Service. Customer is solely responsible for any User-Generated Content that it posts, uploads, links to or otherwise make available via the Service, regardless of the form of that User-Generated Content. Variant is not responsible for any public display or misuse of User-Generated Content.

2. Ownership of Content, Right to Post, and License Grants

Customer retains ownership of Customer Content that Customer creates or owns. Customer acknowledges that it: (a) is responsible for Customer Content, (b) will only submit Customer Content that Customer has the right to post (including third party or User-Generated Content), and (c) Customer will fully comply with any third-party licenses relating to Customer Content that Customer posts.

Customer grants the rights set forth in Sections D.3 through D.6, free of charge and for the purposes identified in those sections until such time as Customer removes Customer Content from Variant servers.

3. License Grant to Us

Customer grants to Variant the right to store, archive, parse, and display Customer Content, and make incidental copies, only as necessary to provide the Service, including improving the Service over time. This license includes the right to copy Customer Content to Variant's database and make backups; display Customer Content to Customer and those to whom Customer chooses to show it; parse Customer Content into a search index or otherwise analyze it on Variant's servers; share Customer Content with External Users with whom Customer chooses to share it; and perform Customer Content, in case it is something like music or video. These rights apply to both published and unpublished Customer Content. This license does not grant Variant the right to sell Customer Content. Customer grants to Variant the rights it needs to use Customer Content without attribution and to make reasonable adaptations of Customer Content as necessary to provide the Service.

4. License Grant to External Users

Any Content that Customer posts publicly may be viewed by others. If Customer sets its Customer Content to be viewed publicly, Customer grants to External Users a nonexclusive, worldwide license to use, display, and perform Customer Content through the Service and to reproduce Customer Content solely on the Service as permitted through functionality provided by Variant (for example, through 'social sharing' features). If Customer is uploading Customer Content that it did not create or own, Customer is responsible for ensuring that the Customer Content it uploads is licensed under terms that grant these permissions to External Users

5. Moral Rights

Customer retains all moral rights to Customer Content that it uploads, publishes, or submits to any part of the Service, including the rights of integrity and attribution. However, Customer waives these rights and agrees not to assert them against Variant, solely to enable Variant to reasonably exercise the rights granted in Section D, but not otherwise.

E. Intellectual Property Notice

1. Variant's Rights to Content

The look and feel of the Service is copyright © Variant, Inc. All rights reserved. Customer may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Variant.

2. Variant Trademarks and Logos

If Customer would like to use Variant's logos or branding, Customer must follow all of Variant's brand guidelines.

3. Copyright Infringement and DMCA Policy

If Customer is a copyright owner and believes that Content on the Service violates Customer’s copyright, Customer may notify Variant by emailing a DMCA takedown request to [email protected]

4. Intellectual Property Rights Reserved

As between the Parties, Variant owns all right, title and interest, including all intellectual property rights, in and to the Products. Variant reserves all rights in and to the Products not expressly granted to Customer under this Agreement.

F. Variant Additional Product Terms

Some Service features may be subject to additional terms presented at the time of purchase/subscription. By accessing or using these features, Customer agrees to the additional product terms.

G. Subscription Licenses

Subscription Licenses are granted on a per User basis and multiple Users may not use the same Subscription License. Customer may reassign a Subscription License to a new User only after ninety (90) days from the last reassignment of that same Subscription License, unless the reassignment is due to (i) permanent hardware failure or loss, (ii) termination of the User’s employment or contract, or (iii) temporary reallocation of Subscription Licenses to cover a User’s absence. When Customer reassigns a Subscription License from one User to another, Customer must block the former User’s access to the Subscription License and Customer’s Teams.

H. Affiliates

Customer’s Affiliates are authorized to use the Products in accordance with this Agreement, so long as Customer remains fully responsible for their access and use of the Products.

I. Payment

1. Pricing; Fees

Payment Terms Our pricing is available at variant3d.com/pricing (unless otherwise negotiated by the parties). Customer agrees to pay the Fees in full, up front without deduction or setoff of any kind. Customer must pay the Fees within thirty (30) days of the Variant invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If Customer fails to pay any Fees on time, Variant reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable Order Form or SOW. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Variant's net income) that are imposed or become due in connection with this Agreement.

Usage-Based Billing Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to purchase paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage in the preceding month. Monthly payment for these purchases will be charged on a periodic basis in arrears, provided that for invoiced customers, paid Service features are billed in advance.

2. Purchasing Additional Subscription Licenses

Customer may obtain additional Subscription Licenses under this Agreement by submitting a request through the Service or via its sales team. If Customer purchases the additional Subscription Licenses, Customer must pay the then-currently applicable Fees for them, prorated for the balance of the applicable Subscription Term. Upon renewal of Customer’s Subscription Licenses for another Subscription Term, Variant will invoice all Subscription Licenses at once on an annual basis unless otherwise specified in an Order Form.

3. Professional Services Credits.

If Customer uses Professional Services Credits to pay for Professional Services, then upon Customer’s receipt of an SOW, the applicable Professional Services Credits will be deducted from Customer’s Professional Services Credits balance. Customer is responsible for ensuring that its purchase order issued to Variant for the Professional Services reflects the pricing set forth in the SOW. If there is any difference in pricing listed in the SOW and the pricing listed in Customer’s purchase order, the pricing in the SOW will control. The Parties agree that SOWs payable via Professional Services Credits do not have to be signed by either Party to be valid and enforceable. All Professional Services Credits must be used within the time set forth in the Order Form or will automatically be cancelled and are non-refundable. Customer may not apply Professional Services Credits to travel and lodging expenses, which must be invoiced separately.

4. Authorization

Customer authorizes Variant to charge the on-file credit card, PayPal account, or other approved methods of payment for Fees.

J. Term; Termination; Suspension

1. Term

This Agreement starts on the Effective Date and will continue in effect until terminated by a Party in accordance with this Section J.

2. Termination for Convenience; Account Cancellation

Either Party may terminate an Order Form (if applicable) or this Agreement, without cause, upon at least thirty (30) days' prior written notice. If Customer elects to terminate an Order Form or Agreement, it is Customer's responsibility to properly cancel its account with Variant by going into Billing settings in the global navigation bar at the top of the screen. Variant cannot cancel accounts in response to an email or phone request.

3. Termination for Material Breach

Either Party may terminate this Agreement immediately upon notice if the other Party breaches a material obligation under this Agreement and fails to cure the breach within thirty (30) days from the date it receives notification. Variant may terminate this Agreement if Customer's Account has been suspended for more than 90 days.

4. Effect of Termination

  • Order Forms. Upon termination of this Agreement, Customer may not execute additional Order Forms (if applicable); however, this Agreement will remain in effect for the remainder of any active Order Forms. When an Order Form terminates or expires, as to that Order Form: (i) the Term will immediately end; (ii) any Subscription Licenses in the Order Form will automatically terminate, and Customer will no longer have the right to use the Service; (iii) if any Fees were owed prior to termination, Customer must pay those Fees immediately; (iv) each Party will promptly return (or, if the other party requests it, destroy) all Confidential Information belonging to the other to the extent permitted by the Service. Notwithstanding the foregoing, Variant will make a reasonable effort to provide Customer with a copy of its lawful, non-infringing account Contents upon request; provided that Customer makes this request within 90 days of termination, suspension, or downgrade.

  • Variant will retain and use Customer's information as necessary to comply with our legal obligations, resolve disputes, and enforce Variant's agreements, but barring legal requirements, Variant will delete Customer's full profile and the Content of Teams created by the Customer within 90 days of termination or expiration (though some information may remain in secure backups). This information cannot be recovered once Customer's account is cancelled.

5. Suspension

Variant has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Variant typically provides notice in the form of a banner or email on or before such suspension. Variant will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.

6. Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

K. Communications with Variant

1. Electronic Communication Required

For contractual purposes, Customer (1) consents to receive communications in an electronic form via the email address it submitted or via the Service; and (2) agrees that all Terms of Service, agreements, notices, disclosures, and other communications that Variant provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper. This section does not affect Customer's non-waivable rights.

2. Legal Notice to Variant Must Be in Writing

Communications made through email or Variant Support's messaging system will not constitute legal notice to Variant in any situation where notice to Variant is required by contract or any law or regulation. Legal notice to Variant must be in writing.

L. Limited Warranty; Disclaimer

General Warranty. Each Party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement and each Order Form and SOW is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement.

Professional Services Warranty. Unless otherwise set forth in an SOW, Variant warrants that any Professional Services performed under this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. Variant's only obligation, and Customer's only remedy, for a breach of this warranty will be, at Variant's option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty or (ii) if the breach cannot be cured, terminate the SOW and refund the unused prepaid Fees.

Service Disclaimer. Variant provides the Service “AS IS” and “AS AVAILABLE” without warranty of any kind. Without limiting this, Variant expressly disclaims all warranties, whether express, implied or statutory, regarding the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Variant does not warrant that the Service will meet Customer's requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. Variant will not be responsible for any risk of loss resulting from Customer's downloading and/or use of files, information, Content or other material obtained from the Service.

Beta Previews Disclaimer. Customer may choose to use Beta Previews in its sole discretion. Beta Previews may not be supported and may be changed at any time without notice. Beta Previews may not be as reliable or available as the Service. Beta Previews are not subject to the same security measures and auditing to which the Service has been and is subject. Variant will have no liability arising out of or in connection with Beta Previews. Customer uses Beta Previews at its own risk.

M. Limitations of Liability

Indirect Damages. To the maximum extent permitted by applicable law, in no event will either party be liable to the other party or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products arising out of or in connection with this Agreement, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not a party has been advised of the possibility of such damages.

Limitation of Total Liability. To the maximum extent permitted by applicable law, in no event will either party's total cumulative liability under this Agreement from all causes of action and all theories of liability exceed the Fees Customer has actually paid to Variant during the 12 months preceding the claim giving rise to such liability. For products and services (including use of the Products) that are provided free of charge, Variant’s liability is limited to direct damages up to $1,500.00 AUD. For Beta Previews, Variant's liability is limited to direct damages up to $200.00 AUD.

Exclusions. The exclusions and limitations set forth in this Section M will not apply to liability arising out of (1) a Party’s breach of its confidentiality obligations in Section N (except for all liability related to Content (excluding Variant Content), which will remain subject to the limitations and exclusions above).

N. Confidentiality

Neither Party will use the other Party's Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing such Confidential Information only to its Representatives who (i) have a need to know such information, (ii) are parties to appropriate agreements sufficient to comply with this Section N, and (iii) are informed of the restrictions on use and disclosure set forth in this Section N. Each Party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable such Party to contest such order or requirement, unless such notice is prohibited by law. The restrictions set forth in this Section N will survive the termination or expiration of this Agreement.

P. Professional Services

Upon Customer’s request for Professional Services, Variant will provide an SOW detailing such Professional Services. Variant will perform the Professional Services described in each SOW. Variant will control the manner and means by which the Professional Services are performed and reserves the right to determine personnel assigned. Variant may use third parties to perform the Professional Services, provided that Variant remains responsible for their acts and omissions. Customer acknowledges and agrees that Variant retains all right, title and interest in and to anything used or developed in connection with performing the Professional Services, including software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how. To the extent Variant delivers anything to Customer while performing the Professional Services, Variant grants to Customer a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use those deliverables during the term of this Agreement, solely in conjunction with Customer’s use of the Service.

Q. Changes to the Service or Terms

Variant reserves the right, at its sole discretion, to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Variant will notify Customer of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by posting a notice on the Service or sending email to the primary email address specified in your Variant account. Customer's continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, Customer's continued use of the Service constitutes agreement to our revisions of this Agreement.

Variant changes the Service via Updates and addition of new features. Nothwithstanding the foregoing, Variant reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.

R. Support

Variant will provide standard technical Support for the Service at no additional cost weekdays during the hours of 10:00 am through 7:00 pm AEST, excluding public holidays in the state of Victoria, Australia. Standard Support is only offered via web-based ticketing through Variant Support, and Support requests must be initiated from a User with which Variant's Support team can interact. Variant may provide premium Support or dedicated technical Support for the Service at the Support level, Fees, and Subscription Term specified in an Order Form or SOW.

S. Miscellaneous

1. Governing Law

This Agreement will be governed by and construed in accordance with the laws of Victoria and the Commonwealth of Australia. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Melbourne, and the Parties hereby consent to personal jurisdiction and venue therein

The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Notwithstanding anything to the contrary in the foregoing, Variant may bring a claim for equitable relief in any court with proper jurisdiction.

2. Feedback

Customer may provide Feedback to Variant regarding the Products. Feedback is voluntary and is not Customer Confidential Information, even if designated as such. Variant may fully exercise and exploit such Feedback for the purpose of (i) improving the operation, functionality and use of Variant’s existing and future product offerings and commercializing such offerings; and (ii) publishing aggregated statistics about the quality of the Products, provided that no data in any such publication will be used to specifically identify Customer, its employees or Customer’s proprietary software code.

3. Non-Assignability

Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party's prior written consent, such consent not to be unreasonably withheld, and any attempt to do so will be null and void, except that Variant may assign this Agreement in its entirety, upon notice to the other party but without the other Party's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's business or assets.

4. Waiver

A Party's obligations under this Agreement may only be waived in writing signed by an authorized representative of the other Party. No failure or delay by a Party to this Agreement in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right hereunder at law or equity.

5. Severability

If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the Parties will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions of this Agreement will continue in full force and effect.

6. Amendments; Complete Agreement; Order of Precedence

This Agreement may only be modified by a written amendment signed by an authorized representative of Variant, or by Variant posting a revised version in accordance with Section Q. This Agreement represents the complete and exclusive agreement between the Parties. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between the Parties relating to the subject matter of these terms, including any confidentiality or nondisclosure agreements. In the event of any conflict between the terms of this Agreement and any Order Form or SOW, the terms of the Order Form or SOW will control with respect to that Order Form or SOW only.

7. Publicity

If Customer publicly displays the name of its company or organization on its account or otherwise publicly display its trademarks or logos on its profile page, Customer allows Variant to use its company's or organization's name to identify Customer as a Variant customer in promotional materials. Customer may revoke this permission by hiding its company or organization name from public display and notifying Variant in writing to stop using its organization's name in promotional materials. However, Variant will have no obligation to remove or recall any prior use or distribution of the promotional materials.

8. Force Majeure

Variant will be excused from liability to the extent that it is unable to perform any obligation under this Agreement due to extraordinary causes beyond its reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, epidemics, or power, telecommunication or network failures.

9. Independent Contractors

Each Party is an independent contractor with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party can bind the other contractually.

10. Questions

Questions about the Terms of Service? Contact us.