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Hook Security Partner Agreement

Effective starting: February 1, 2024

This Hook Security Partner Agreement (the “Agreement”) is entered into by and between Hook Security Inc. (“Hook Security” or “we”), a United States Delaware corporation, and the applicable Partner (“Partner” or “you”). 

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. By placing an Order for Hook Security’s Offerings to resell to a Customer, you indicate your consent to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not place an Order to resell the Hook Security Offerings. 

Individually, either Partner or Hook Security may be referred to as a “Party” and, together, Hook Security and Partner may be referred to as the “Parties”.

  1. INTRODUCTION. This Agreement sets forth the terms and conditions that apply to the Partner’s placement of any Orders for resale of Hook Security’s Offerings to a Customer.  
    1. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
    2. “Brand Elements” means the trademarks, service marks, names, logos, marketing collateral, or similar materials provided by Hook Security for use under this Agreement. 
    3. “Customer” means an end-user customer of an Offering. The term “Client” is not used in this agreement but may be used synonymously with the term “Customer.”
    4. “Customer Agreement” means the then-current version of Hook Security’s Terms of Service (available at, as may be periodically updated by Hook Security, or other customer agreement with Hook Security for use of the applicable Offerings. 
    5. “Effective Date” means the date on which you place an Order to resell the Offerings to a Customer pursuant to this Agreement.
    6. “List Price” means the retail list price of the Offerings as displayed at (as amended from time to time by Hook Security and as may be specific to the Customer’s country) or through Hook Security’s quote and order form process set forth within Hook Security’s online Partner Portal, in each case at the time Partner places an Order. 
    7. “Offerings” means Hook Security’s products and services, including those as described at and as modified from time to time. Offerings may include: some text
      1. Hook Security’s Phishing, Learning Management, and Reporting Platform (“Platform”),
      2. Hook Security’s cloud-based SasS (Software as a Service) products, including browser extensions and email management tools,  and any generally available bug fixes, updates, and upgrades it provides to Customers (“SaaS Products”), 
      3. Hook Security Managed Services, premier or priority support, or other services related to the Platform and SaaS Products,
      4. Any related documentation or Content provided by Hook Security, and 
      5. Marketplace Integrations (“Apps”) and APIs that are provided through the Platform.
    8. “Order” means an order for the Offerings submitted by Partner hereunder, on behalf of a Customer, using the quote and order form process set forth by the standard ordering process designated by Hook Security.
    9. “Personal Data” means, as applicable, “personal data” as defined under GDPR, “personal information” as defined under CCPA, or any other personal data or personal information protected by laws and processed by a Party as set forth under this Agreement. 
    10. “Privacy Policy” means Hook Security’s Privacy Policy available at  
    11. “Scope of Use” means a Customer’s authorized Scope of Use for the Offerings specified in an Order, which may include: (a) number and type of users, (b) number of licenses, copies, or instances, or (c) entity, division, business unit, website, or other restrictions or billable units.
    1. Resale of Offerings.
      1. Limited Right to Resell Offerings. Subject to all of the terms and conditions of this Agreement, during the Term, Hook Security grants to Partner a non-exclusive right to resell licenses or subscriptions (as applicable) to the Offerings directly to Customers, for the Customer’s own use (i) within the applicable Scope of Use and (ii) pursuant to a Customer Agreement as further set forth in Section 4.2 (Customer Agreements and Warranties). All resales are subject to Partner’s submission and Hook Security’s acceptance of the applicable Order in accordance with Section 7 (Orders and Payment).
      2. No Indirect Sales. Partner’s rights under this Agreement are non-transferable and non-sublicensable. Partner may not resell Offerings to Customers or third parties for further resale, redistribution, sharing or transfer. Nor may Partner resell any Offerings except pursuant to Orders directly with Hook Security in accordance with this Agreement (e.g., Partner may not resell Offerings purchased from other Hook Security Partners). 
      3. Hook Security-Provided Offerings. For clarity, Partner will not act as a sublicensor or provider of the Offerings and has no right to rebrand, reframe, or modify Offerings. However, as to each Customer, the Partner will be solely responsible for ongoing account-related activities such as billing, collecting fees, and refunds as further set forth in Section 7 (Orders and Payment). 
      4. License Restrictions. Partner will not, and will not permit any third party to: (a) sell, provide access to, distribute or sublicense the Offerings to a third party except as expressly authorized in this Agreement; (b) incorporate the Offerings into Partner’s products or services or resell the Offerings on a bundled or OEM basis (but this does not prohibit Partner from listing Offerings with Partner or third-party products on a quote or invoice provided to Customers); (c) use the Offerings for Partner’s own benefit, or on behalf of, or to provide any product or service to, third parties (but this does not limit any separate Partner access to Offerings under Section 5.1 (Access Through Customer Accounts)); (d) use the Offerings to develop a similar or competing product or service; (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Offerings, except to the extent expressly permitted by applicable law (and then only with prior notice to Hook Security); (f) modify or create derivative works of the Offerings; (g) copy any element of the Offerings; or (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Offerings. Without limiting the foregoing, Partner may not market, advertise, or resell the Offerings through any online store, except to the extent such restriction is prohibited by applicable law.
      5. Identification as Partner. During the Term, subject to this Agreement and any quality standards and usage guidelines that Hook Security specifically prescribes at, Hook Security grants Partner the right to use Hook Security’s Brand Elements solely in connection with identifying yourself as a Hook Security “Partner” in connection with your authorized resale of the Offerings. Partner will not advertise or market Hook Security’s Offerings without clearly identifying Hook Security as the developer or provider of such Offerings. Partner will promptly cease any use of Hook Security’s Brand Elements upon request. At no time during or after the Term will Partner (a) register or acquire any domain names that contain any terms that are the same or similar to the Offerings or Hook Security’s domains, (b) challenge or assist others to challenge Hook Security’s trademark rights in the Brand Elements or the registration thereof, (c) attempt to register or acquire any trademarks confusingly similar to those in the Brand Elements, or (d) use the Brand Elements except as expressly permitted in this Agreement. Partner acknowledges that any unauthorized use of Hook Security’s Brand Elements will constitute a material breach of this Agreement. Except as authorized herein, neither Hook Security nor Partner may make any public announcement or other public disclosure about this Agreement or Hook Security and Partner’s relationship under this Agreement without obtaining the prior written approval of the other.
    2. Non-Exclusive. The rights granted to Partner hereunder are non-exclusive and nothing under this Agreement will be deemed to prohibit Hook Security from entering into any Partner, end-user license, services, or other agreement with any party anywhere in the world either during or after the Term.
    3. Affiliates and Contractors. Hook Security may permit its Affiliates and subcontractors to exercise its rights and fulfill its obligations under this Agreement, but remains responsible for its overall performance under this Agreement. 
    1. Partner Conduct. Partner will represent Hook Security and the Offerings in a positive and professional manner at all times. Partner shall ensure that any personnel who will be performing activities under this Agreement, prior to such performance, have satisfactorily completed a background investigation, reasonable for the given role, and subject to applicable law. Partner will not (a) disparage the Offerings, (b) represent itself as an agent or employee of Hook Security, (c) engage in any misleading, deceptive, illegal, or unethical conduct in connection with its performance under this Agreement, or (d) make any representations, guarantees, warranties or commitments regarding the Offerings: (i) in addition to or inconsistent with those in the product descriptions provided by Hook Security with respect to the Offerings or (ii) on Hook Security’s behalf. If Partner breaches this Section 4.1, without limiting its other remedies, Hook Security may terminate this Agreement without prior notice.
    2. Customer Agreements and Warranties. Each Customer’s access to and use of the Offerings is subject to the applicable Customer Agreement. Partner is responsible for ensuring each Customer has entered such Customer Agreement, at or before such Customer’s purchase or use of the Offerings, in a manner that is legally binding upon the Customer. Upon written request by Hook Security, Partner will promptly deliver to Hook Security evidence of each Customer’s executed Customer Agreement. Partner agrees to immediately notify Hook Security of any known or suspected breach of a Customer Agreement or other unauthorized use of the Offerings and to assist Hook Security in the enforcement of the terms of each Customer Agreement. Hook Security makes any warranties regarding the Offerings directly to the Customer as set forth in the Customer Agreement, and any refund provided as a remedy for such warranties will be provided in accordance with Section 7.7 (Customer Refunds and Service Credits). For clarity, Partner has no authority to (and may not) alter, remove, or negotiate the terms of the Customer Agreement.
    3. Partner Services. Partner may provide training or other services to Customer in connection with their use of the Offerings (“Partner Services”).
    1. Access Through Customer Accounts. If Partner receives access to Offerings directly from a Customer (e.g., in Partner’s capacity as a contractor or managed service provider of Customer), then Partner’s access or use of any Offering on behalf of a Customer will remain subject to the applicable Customer Agreement between Hook Security and such Customer, with Partner as an “Authorized User” (or other applicable end user) of such Customer under the Customer Agreement.
    2. No Other Access; Separate Agreements. Except as expressly provided in this Section 5, Partner receives no other access to the Offerings in connection with this Agreement. If Partner purchases any Offerings for its own use, its use of such Offerings will be governed by the Customer Agreement between Partner and Hook Security and not this Agreement.
    1. Reservation of Rights and Ownership. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. The Offerings (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. Hook Security and its suppliers have and will retain all rights, title and interest (including all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill and confidential and proprietary information) in and to its Brand Elements (including all goodwill arising from their use), the Offerings, any underlying software and all copies, improvements, updates, modifications, and enhancements of the foregoing (including any changes which incorporate any Feedback, as defined in Section 6.2 (Feedback)), and Partner does not acquire any rights of ownership in any of the foregoing. Notwithstanding any use of terms such as “purchase”, “sale” or likewise hereunder, all Offerings are offered by Hook Security on a license or subscription basis only. 
    2. Feedback. If Partner provides Hook Security with feedback about the Offerings (“Feedback”), Hook Security may use the feedback without restriction. For clarity, this use right applies to any Feedback Partner submits to Hook Security that was originally provided to Partner by a Customer. All Feedback is provided “AS IS”. 
    3. Development. This Agreement does not grant any rights to Hook Security’s Developer Platform. The Parties will not conduct any joint development under this Agreement.
    1. Orders. In order to resell an Offering and prior to committing to provide an Offering to any Customer, the Partner must place an Order with Hook Security specifying the Offerings that the Partner will resell, the applicable Customer and corresponding contact information, and the Customer’s Scope of Use. No Order will be binding until accepted by Hook Security in its sole discretion (or otherwise in writing).  Any Order placed by Partner must correspond to an applicable order form by Customer for the Offerings and associated Scope of Use. Any additional or different terms in Partner’s order form with the Customer will not be binding upon Hook Security and Partner will be solely liable for any claims arising from such terms. Accepted Orders are non-cancellable by Partner, except to the extent otherwise set forth herein or in an Order. Hook Security may collect and use certain data and information in connection with Partner’s placement of an Order in accordance with the Privacy Policy. 
    2. Price and Payment. Each Order will set forth the Offerings and List Price. Partner will pay all amounts due under this Agreement in United States Dollars, unless Hook Security designates another currency at the time of the Order. Payment is due when you submit your Order.
    3. Customer Pricing; Collection. Partner will independently determine the pricing at which it offers the Offerings to Customers. Partner will be solely responsible for collecting all fees from Customers. Non-payment by Customers will not relieve the Partner of its obligation to pay fees to Hook Security. Hook Security reserves the right to cancel or suspend the provision of the Offerings with respect to any Customer if it fails to receive payment from Partner with respect to such Customer.
    4. Delivery. Hook Security will deliver license keys, access keys or login or other instructions for access to the Offerings directly to the Customer contact specified in Partner’s Order in accordance with our standard delivery procedures. 
    5. Taxes. Amounts payable by Partner under this Agreement for Offerings exclude any taxes or duties payable in respect of the Offerings in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Hook Security, Partner must pay Hook Security the amount of such taxes or duties in addition to any amounts owed under this Agreement for the Offering at the time of the Order. Notwithstanding the foregoing, Partner may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such event, Partner may provide to Hook Security any such exemption information, and Hook Security will use reasonable efforts to provide such invoicing documents as may enable Partner to obtain a refund or credit for the amount so paid by Hook Security from any relevant revenue authority if such a refund or credit is available. However, Hook Security will have no refund or credit obligation under this Section 7.5.
    6. Records and Audit. Partner will maintain complete, clear, and accurate records of its transactions and performance under this Agreement, including evidence of each Customer’s entry into the Customer Agreement. Upon 10 days’ advance written notice, Partner will permit Hook Security or its representative to audit Partner’s records to ensure Partner’s compliance with this Agreement. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on the Partner’s ordinary business activities. Partner will maintain all records required under this Agreement for at least 3 years following expiration or termination of the Agreement.
    7. Customer Refunds and Service Credits. If a Customer exercises its right under the applicable Customer Agreement to terminate an order pursuant to Hook Security’s return policy or to seek a refund or service credit, the Partner will promptly notify Hook Security and provide Hook Security with evidence of the Customer’s request. Hook Security may, in its sole discretion: (a) issue the appropriate refund or service credit directly to the Customer in lieu of a refund or service credit to the Partner or (b) issue the refund or service credit to the Partner, which refund or service credit Partner will promptly revert to the Customer. Other than as set forth in Section 7.7, Hook Security will not issue any refunds or service credits to Partner under this Agreement. 
    1. Warranties. Partner represents and warrants that (a) it has the legal power and authority to enter into and perform its obligations under this Agreement, (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party, and (c) it will comply with all laws applicable to its business in connection with its performance under this Agreement. 
    1. Indemnification by Partner. Partner will defend, indemnify, and hold harmless Hook Security and its officers, directors, employees, representatives, and agents from and against any third-party claim brought against such Hook Security parties, and any resulting losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees), to the extent arising from or relating to: (a) your breach or alleged breach of this Agreement or your conduct in connection with resale or marketing of the Offerings, (b) your issuance of any warranty or representation regarding Hook Security or its Offerings not specified in the Customer Agreement, or (c) your breach of Section 4.4 “Partner Services”.
    2. Procedures. Partner’s obligations in this Section 9 are subject to receiving (a) prompt written notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle a claim without the indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than ceasing use or sale of infringing materials, when Hook Security is the indemnifying Party). The indemnified Party may participate in the defense of any claim with its own counsel at its own expense.
    1.  Definition. “Confidential Information” means information disclosed under this Agreement that is designated by the disclosing Party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Hook Security’s Confidential Information includes the terms and conditions of this Agreement, the Offerings, any technical or performance information about the Offerings, any non-public documentation provided by Hook Security and any new product information regarding the Offerings.
    2. Obligations. As receiving Party, each Party will (a) hold the disclosing Party’s Confidential Information in confidence and not disclose such Confidential Information to third parties except as permitted in this Agreement and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving Party may disclose the disclosing Party’s Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.
    3. Exclusions. These confidentiality obligations do not apply to information that the receiving Party can document (a) is or becomes public knowledge through no fault of the receiving Party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing Party’s Confidential Information. The receiving Party may disclose the disclosing Party’s Confidential Information if required by law, subpoena or court order, provided, if permitted by law, it notifies the disclosing Party in advance.
    4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10. 


Term. This Agreement is effective as of the Effective Date and continues for an initial term of 12 months and will renew for successive 12-month periods to the extent the is an active Order, unless either Party gives the other Party notice of non-renewal at least 30 days before the current term ends (the “Term”). 

  1.  Termination. Either Party may terminate this Agreement for no reason or any reason upon 30 days’ prior written notice. Either Party may also terminate this Agreement or an applicable Order if the other Party fails to cure a material breach of this Agreement within 15 days after notice of such breach. Upon notice, Hook Security may suspend Partner’s participation as a Partner for breach of this Agreement or may terminate this Agreement if Hook Security ceases to offer the Hook Security Partner Program or determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation, Customers or users. Except where an exclusive remedy may be specified in this Agreement, termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. 
  2. Consequences of Termination. Upon any expiration or termination of this Agreement, Partner will (a) cease to be an authorized Partner of Offerings, (b) immediately cease all advertising, marketing and other resale activities with respect to the Offerings, (c) cease use of the Offerings to the extent permitted under the Agreement, and any Brand Elements or other Hook Security resources provided under this Agreement and destroy any and all copies of such Offerings and Brand Elements, (d) immediately pay Hook Security any outstanding unpaid amounts and (e) pay Hook Security the amounts, if any, which come due under any Order accepted prior to the date of termination as such amounts come due. In addition, upon any expiration or termination of this Agreement, each Party will return or destroy (at the other Party’s option) any Confidential Information of the other Party in its possession or control, provided that each Party may maintain reasonable copies to the extent required by applicable law or for archiving purposes in accordance with its record retention policies. 
  3. Customer Agreements. Any Customer licenses or subscriptions granted prior to the termination of the Agreement will survive in accordance with the terms of the applicable Customer Agreement, provided that in no event may such licenses be extended or renewed without the prior written consent of Hook Security. The Parties agree to continue cooperating to carry out an orderly termination of their relationship, and to the extent, a Customer desires to purchase Offerings (including renewals and increasing user tiers) following termination of the Agreement, the Partner will refer the Customer to Hook Security and fully cooperate with Hook Security in connection therewith. Hook Security will have no liability to Partner of any type arising from the termination of this Agreement in accordance with its terms. To the extent a Customer notifies Partner or Hook Security that it wishes to terminate an order with Partner prior to the Subscription Term End Date as set forth in such order with Partner in accordance with the Customer's terms with the Partner, and purchase Offerings through another Hook Security Partner or Hook Security, then Partner agrees to reasonably cooperate with Hook Security in transferring applicable access or other requisite rights to the Offerings under the terminated Order to Customer or Customer’s selected alternate Partner.
  4. Survival. Sections 2 (Definitions), 3.2 (License Restrictions), 3.3 (Non-Exclusive), 4.4 (Partner Services), 6 (Ownership), 7.2 (Price and Payment) (with respect to payment obligations accrued as of the date of expiration or any termination), 7.5 (Taxes), 7.6 (Records and Audit), 7.7 (Customer Refunds and Service Credits), 8.2 (Disclaimer), 9 (Indemnification), 10 (Confidential Information), 11 (Term and Termination), 12 (Limitation of Liability), 13 (Dispute Resolution), 15 (Changes to Agreement) and 16 (General Provisions) will survive any termination of this Agreement. 

    3. Excluded Claims. “Excluded Claims” means (a) Partner’s breach of Sections 3 (Partner Rights and Restrictions), 4 (Conduct and Obligations), (b) amounts payable to third parties by Partner under Section 9 (Indemnification) or (c) either Party’s breach of Section 10 (Confidential Information). 
    4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

    1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of South Carolina and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Greenville, South Carolina, and both parties submit to the personal jurisdiction of those courts.
    2. Injunctive Relief; Enforcement. Notwithstanding Section 13.1 (Governing Law; Jurisdiction and Venue), nothing in this Agreement will prevent either Party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

  1. EXPORT RESTRICTIONS. Partner agrees to comply with all relevant U.S. and foreign export and import laws in using the Offerings. Without limiting the foregoing, (a) Partner represents and warrants that it is not, and that it will not market or resell the Offerings to any party that is, listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and (b) Partner will not (and will not permit any of its users to) access or use the Offerings in violation of any U.S. export embargo, prohibition or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations. 

  1. CHANGES TO AGREEMENT. Hook Security may update this Agreement from time to time at its sole discretion by posting the updated terms to this site or a successor site. The version of this Agreement in place at the time each Order is submitted is the version that will govern such Order. Except as provided in Section 15, all changes or amendments to this Agreement require the written agreement of you and Hook Security.

    1. Contact Information. Except as otherwise set out in this Agreement, please direct your communications concerning this Agreement to Hook Security may send you notices to your email address that is on file with Hook Security, which you have provided when placing an Order, or through your Hook Security account.
    2. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees)  due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, pandemic or natural disaster.
    3. Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent. As an exception to the foregoing, either Party may assign this Agreement in its entirety to an Affiliate, or to its successor resulting from a merger, acquisition, or sale of all or substantially all of its assets or voting securities, provided that the assignee is financially and technically able to, and agrees in writing to, assume all of the assignor’s obligations under this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized above will be null and void. Subject to the foregoing, this Agreement will inure to the Parties’ permitted successors and assigns.
    4. Entire Agreement. This Agreement, constitutes the entire, complete, and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof. In the event of conflict or inconsistency between any such terms and conditions, the following order of precedence will apply: 1) the Order, 2) this Agreement and 3) any other terms or documentation attached hereto or referenced herein. Except for an Order executed by Hook Security, no purchase order or ordering documents which purports to modify or supplement this Agreement will add to or vary the terms of this Agreement.
    5. Waivers; Severability. No failure or delay by the injured Party to this Agreement in exercising any right, power, or privilege 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, power or privilege hereunder at law or equity. Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
    6.  Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants), and “hereunder” refers to this Agreement in its entirety. Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
    7. Independent Contractors. The Parties are independent contractors. This Agreement will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power, or authority to create any duty or obligation of the other Party.