Master Subscription Agreement

This Master Subscription Agreement (the “Agreement”) governs Customer’s acquisition and use of the Advantage Group International’s (“TAGI”) Products including benchmarking reports under the Advantage Report™ brand. Capitalized terms have the definitions set forth herein.

If Customer registers for a free trial of TAGI Products, the applicable provisions of this Agreement will also govern that free trial.

By accepting this Agreement, by (1) clicking a box indicating acceptance, (2) executing an Order Form that references this Agreement, or (3) using free Products, Customer agrees to the terms of this Agreement. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates. If the individual accepting this Agreement does not have such authority or does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the Products.

TAGI’s direct competitors are prohibited from accessing the Products, except with TAGI’s prior written consent. In addition, the Products may not be accessed for purposes of monitoring their availability, performance or functionality, or any other benchmarking or competitive purposes. Moreover, any use of competitor code, third party code snippets, pixel tracking, web beacons, or any other similar technology or applications on or in conjunction with the TAGI Products is strictly prohibited.

This Agreement was last updated in March 2026. It is effective between Customer and TAGI as of the date of Customer’s accepting this Agreement. TAGI reserves the right, at any time, to update the Agreement, at its sole discretion. If TAGI does so, it will post the modified Agreement at https://www.advantagegroup.com/subscription-agreement. The parties agree that this Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Customer and TAGI, and all Products are hereby governed by the terms of this Agreement.

1. DEFINITIONS. Certain capitalized terms, if not otherwise defined, shall have the meanings set forth below in this Section 1.
   1. “Addenda” means any appendices to this Agreement including but not limited to the Data Processing Addendum.
   2. “Affiliate(s)” means any corporation, partnership or other entity that is under the direct or indirect control of the applicable Party or its respective successors and assigns. For purposes of the foregoing, “control” shall exist whenever there is an ownership, profits, voting, or similar interest (including any right or option to obtain such an interest) representing at least 51% of the total interests of the pertinent entity then outstanding.
   3. “Agreement” means this Master Subscription Agreement.
   4. “AI Offerings” means TAGI Products or services in which artificial intelligence, machine learning, or large language model functionality is used to process Customer Data, whether or not such functionality is expressly labelled as an AI feature.
   5. “Content” means any ideas, inventions, tools, routines, subroutines, processes, methods, designs, and know-how, whether or not copyrightable or patentable, created or developed by TAGI in the provisioning of the Products.
   6. “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
   7. “Customer Data” means electronic data and information submitted by or for Customer to TAGI to provide the Products as part of the Customer responsibilities.
   8. “Data Controller” shall have the meaning given in accordance with applicable data protection law.
   9. “Documentation” shall mean the applicable Products’ Data Protection, Information Security and related Policies and Privacy Notice.
   10.  “Order Form” means an ordering document or online order specifying the Products, pricing, and payment terms to be provided hereunder that is entered into between Customer and TAGI or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
   11.  “TAGI” means the TAGI Inc. company described in the “TAGI Contracting Entity, Notices, and Governing Law” section below.
   12.  “TAGI Content and Data” means the proprietary content and data acquired, procured and/or aggregated by TAGI and/or its Affiliates. The TAGI Content and Data includes, but is not limited to, responsive survey results based on TAGI’s proprietary scoring system and any subjective responses to TAGI surveys.
   13.  “Product(s)” means the benchmarking reports that TAGI offers on a subscription basis under the Advantage Report^TM brand , including Benchmark, Analyze, and Transform. Specific Products may be more fully described in any applicable Order Form.
   14.  “User” shall mean employees of the Customer. In the event the Customer seeks to provide access to the Products to authorized non-employees, express, written consent must be obtained from TAGI.
2. TAGI RESPONSIBILITIES
   1. Provision of Purchased Products. TAGI will (a) make the Products available to Customer pursuant to this Agreement, the Addenda and the applicable Order Forms and Documentation, (b) provide TAGI maintenance and support for the purchased Products to Customer pursuant to the applicable Order Form, (c) use commercially reasonable efforts to make the purchased Products available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which TAGI shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond TAGI’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving TAGI employees), Internet or cloud service provider failure or delay, denial of service attack. The Customer acknowledges that TAGI only supports versions of the following browsers that have active support from the original vendor. The supported browsers are Google Chrome, Safari, Internet Explorer, Microsoft Edge and Firefox on the computer on which it is being accessed.
   2. Protection of Customer Data. TAGI will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in the Addenda and the Documentation. Those safeguards will include, but will not be limited to, measures taken for the prevention of unauthorized access to or disclosure of Customer Data. The processing of any Customer Data shall be done pursuant to the TAGI Data Processing Addendum (“DPA”) https://www.advantagegroup.com/data-processing-addendum.
   3. TAGI Personnel. TAGI will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with TAGI’s obligations under this Agreement, except as otherwise specified in this Agreement.
3. USE OF PRODUCTS
   1. Subscriptions. Unless otherwise provided in the applicable Order Form, the Addenda or Documentation, (a) purchased Products are purchased as subscriptions for the term stated in the applicable Order Form, (b) subscriptions for purchased Products may be added during a subscription term at the applicable price set forth in the TAGI global price list, pro-rated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by TAGI regarding future functionality or features.
   2. Customer Responsibilities. Customer will (a) provide the Customer Data, including contact details of its key contact personnel (names, account, title, address, email address, phone number, and category of responsibility) at each of its customers to be included in the purchased Product(s); (b) if asked, be expected to assist in securing agreement to participate by an executive at selected customers (“Endorsement”). This Endorsement is a critical success factor in securing strong participation among target customers and is a requirement as part of delivering the purchased Product(s). The Customer confirms that the appropriate permissions are in place for TAGI to contact its customers’ employees by sending commercial electronic messages. TAGI shall make reasonable effort to include all contacts, recognizing that some customers may limit the number of participants; (c) participate in a survey that assesses the performance of separate of its customers based on ratings provided by Customers of Advantage Report™ Product(s) in areas of business practices similar to Advantage Report™ Product(s) (“Retailer Report”). The Customer hereby gives permission for TAGI to contact its customers’ employees in order to conduct the surveys. TAGI will share the aggregated ratings and rankings with customers that participate in Advantage Report™ Product. The Retailer Report provides a significant incentive for customers to participate in the Advantage Report™ Product.
   3. Usage Restrictions. Customer will not (a) make any Products available to anyone other than Customer or Users, or use any Products for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form, the Addenda or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Products, or include any Products in a service bureau or outsourcing offering, (c) attempt to gain unauthorized access to any Products, (d) permit direct or indirect access to or use any Products in a way that circumvents a contractual usage limit or restriction, or use any Products to access or use any of TAGI’s intellectual property except as permitted under this Agreement, an Order Form, the Addenda or the Documentation, (e) modify, copy, or create derivative works based on a Product or any part, feature, function or user interface thereof, (f) copy Content except as permitted herein or in an Order Form, the Addenda or the Documentation, (g) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Product or access it to (1) build a competitive Product or Products, (2) build a Product or Products using similar ideas, features, functions or graphics of the Product, (3) copy any ideas, features, function or graphics of the Products, or (4) determine whether the Products are within the scope of any patent.
4. FEES AND PAYMENTS
   1. Fees Payable. Customer agrees to pay the amounts specified in an applicable Order Form. If no payment terms are specified in the applicable Order Form, fees and other charges shall be due and payable by the Customer within thirty (30) days of the date of TAGI’s invoice. Except as otherwise specified herein or in an Order Form, (i) fees are based on Product subscriptions purchased and not actual use, (ii) payment obligations are non-cancellable, and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
   2. Invoicing and Payment. TAGI shall invoice Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to TAGI and notifying TAGI of any changes to such information.
   3. Overdue Charges. If any invoiced amount is not received by TAGI by the due date, then without limiting TAGI’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) TAGI may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
   4. Suspension of Products and Acceleration. If any charge owing by Customer under this or any other agreement for Products is 30 days or more overdue, TAGI may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Products until such amounts are paid in full.
   5. Payment Disputes. TAGI will not exercise its rights under the “Overdue Charges” or “Suspension of Products and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
   6. Taxes. TAGI’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If TAGI has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, TAGI will invoice Customer and Customer will pay that amount unless Customer provides TAGI with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, TAGI is solely responsible for taxes assessable against it based on its income, property and employees.
5. PROPRIETARY RIGHTS AND LICENSES
   1. Reservation of Rights. Unless otherwise specified in an applicable Order Form, subject to the limited rights expressly granted hereunder, TAGI, its Affiliates, its licensors, data and content providers reserve all of their right, title and interest in and to the Products, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
   2. License to Access and Use TAGI Products. TAGI grants to Customer the right to access and use applicable Products subject to the terms of applicable Order Forms, this Agreement, the applicable attached Addenda, and the Documentation.
   3. License by Customer to TAGI. Customer grants TAGI, its Affiliates and applicable contractors a worldwide license to host, copy, and use, Customer Data, each as appropriate for TAGI to provide and ensure proper delivery of the Product(s) in accordance with this Agreement.
   4. License by Customer to Use Feedback. Customer grants to TAGI and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Products any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of TAGI’s or its Affiliates’ Products.
   5. TAGI Intellectual Property. TAGI shall own all right, title and interest, including without limitation, all intellectual property rights, in and to the TAGI Content and Data and any derivative works of the TAGI Content and Data. TAGI shall be the Data Controller and/or importer of any and all TAGI Content and Data.
   6. Consent to Use and Maintain Data. Subject to Section 2.2 of this Agreement, Customer hereby agrees that TAGI may compile, collect, copy, modify, publish and use functionally anonymized and aggregate data generated or based on Customer’s data as provided by the Customer pursuant to Section 3.2, for the purposes of creating and delivering the Products and for analytical, statistical, benchmarking and business purposes. TAGI shall own the aggregate statistical data generated hereunder, provided that any such data shall contain no reference to and shall not be attributable to the Customer or any other party.
   7. Use of Artificial Intelligence. As to TAGI’s AI Offerings, TAGI may retain, use, disclose and otherwise handle Customer Data constituting prompts (inputs) and completions (outputs), embeddings, and training data solely for the purpose of generating outputs in response to Customer’s inputs. TAGI shall not make Customer Data available to other TAGI customers, any other AI products or services whether offered by TAGI or any third party, to train or improve any AI models, or any third-party products or services. For the avoidance of doubt, TAGI shall not transmit, disclose, or otherwise make available Customer Data to any sub-processor, underlying model provider, infrastructure provider, or other third party in connection with the delivery of AI Offerings, except where TAGI has: (i) carried out appropriate due diligence on such party; (ii) bound such party to data protection obligations no less protective than those set out in the TAGI Data Processing Addendum; and (iii) provided Customer with prior written notice of the identity of such parties and obtained Customer’s consent where required.
6. CONFIDENTIALITY
   1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of TAGI includes the Products and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional TAGI Products.
   2. Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party shall have access to Confidential Information. Both Parties agree that, as between the Parties, Confidential Information is owned by the Disclosing Party.
   3. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of the Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, TAGI may disclose the terms of any applicable Order Form to a subcontractor or non-TAGI Application Provider to the extent necessary to perform TAGI’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
   4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7. REPRESENTATION, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS
   1. Representations. Each Party represents that it has the legal power and authority to enter into this Agreement and any applicable Order Forms.
   2. TAGI Warranties. TAGI warrants that during an applicable subscription term (a) this Agreement, the Order Forms, the Addenda and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, (b) TAGI will not materially decrease the overall security of the Products, (c) the Products will perform materially in accordance with the applicable Addenda and Documentation, and (d) subject to any integration with a non-TAGI Application, TAGI will not materially decrease the overall functionality of the Products. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
   3. Disclaimers. Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
   4. Except as otherwise expressly warranted in this Agreement, the TAGI Products and any other materials, software, data, and/or other services/deliverables provided by TAGI are provided “as is” and TAGI expressly disclaims all other warranties of any kind or nature, whether express, implied or statutory, including, but not limited to, any warranties of operability, condition, title, non-infringement, accuracy of data or quality, as well as any warranties of merchantability, system integration, workmanship, suitability, fitness for a particular purpose, or the absence of any defects therein. No warranty is made by TAGI based on trade usage, course of dealing, or course of trade. TAGI does not warrant that the TAGI Products or any other materials, software, data, and/or other services/deliverables provided under this Agreement shall meet Customer’s requirements or that the operation thereof shall be uninterrupted or error-free, or that all errors shall be corrected.
8. LIMITATION OF LIABILITY
   1. Limitation of Liability. In no event shall the aggregate liability of each party together with all of its affiliates arising out of or related to this Agreement exceed the total amount paid by Customer and its Affiliates hereunder for the Products giving rise to the liability in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit Customer’s and its Affiliates’ payment obligations under the “fees and payment” section above.
   2. Exclusion of Consequential and Related Damages. In no event will either party or its Affiliates have any liability arising out of or related to this agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
9. MUTUAL INDEMNIFICATION
   1. Indemnification by TAGI. TAGI will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that any purchased Products infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by TAGI in writing of, a Claim Against Customer, provided Customer (a) promptly gives TAGI written notice of the Claim Against Customer, (b) gives TAGI sole control of the defense and settlement of the Claim Against Customer (except that TAGI may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives TAGI all reasonable assistance, at TAGI’s expense. If TAGI receives information about an infringement or misappropriation claim related to a Products, TAGI may at its discretion and at no cost to Customer (i) modify the Products so that they are no longer claimed to infringe or misappropriate, without breaching TAGI’s warranties under “TAGI Warranties” above, (ii) obtain a license for Customer’s continued use of that Products in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Products upon 30 days written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Products are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Products or any part thereof with software, hardware, data, or processes not provided by TAGI if the Products or use thereof would not infringe without such combination; or (3) a Claim against Customer arises from Customer Data, a non-TAGI Application or Customer’s breach of this Agreement, the Addenda, the Documentation or applicable Order Forms.
   2. Indemnification by Customer. Customer will defend TAGI and its Affiliates against any claim, demand, suit or proceeding made or brought against TAGI by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Products, (b) a non-TAGI Application provided by Customer, or (c) the combination of a non-TAGI Application provided by Customer and used with the Products, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Products or Content in an unlawful manner or in violation of the Agreement, the Addenda, the Documentation, or Order Form (each a “Claim Against TAGI”), and will indemnify TAGI from any damages, attorney fees and costs finally awarded against TAGI as a result of, or for any amounts paid by TAGI under a settlement approved by Customer in writing of, a Claim Against TAGI, provided TAGI (a) promptly gives Customer written notice of the Claim Against TAGI, (b) gives Customer sole control of the defense and settlement of the Claim Against TAGI (except that Customer may not settle any Claim Against TAGI unless it unconditionally releases TAGI of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against TAGI arises from TAGI’s breach of this Agreement, the Addenda, the Documentation, or applicable Order Forms.
   3. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
10. CONTRACTING ENTITY
    1.  TAGI Contracting Entity and Governing Law. The TAGI entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the court that have jurisdiction over any dispute or lawsuit, depend on where Customer is domiciled.
    2.  Customers domiciled in the United Kingdom and Ireland. The TAGI entity entering into this agreement is The Advantage Group International UK Limited. (Prior to April 2026, customers domiciled in the United Kingdom and Ireland entered into agreements with TAGI Inc.) 
    3.  Customers domiciled in the Netherlands Belgium. The TAGI entity entering into this agreement is Advantage Nederland BV. 
    4.  Customers domiciled in Australia and New Zealand. The TAGI entity entering into this Agreement is Advantage Group Australia Pty Limited. 
    5.  Customers domiciled in North America, South America, Central America, the Caribbean, the European Economic Area (excluding Netherlands and Belgium), or the rest of the World (ROW). The TAGI entity entering into this Agreement is TAGI Inc. 
       
    6.  Customers domiciled in Germany. The TAGI entity entering into this agreement is The Advantage Group Switzerland SA.
11. GENERAL PROVISIONS
    1.  Export Compliance. The Products, Content, other TAGI technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. TAGI and Customer each represent that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Products in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea) or in violation of any U.S. export law or regulation.
    2.  Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
    3.  Entire Agreement and Order of Precedence. This Agreement is the entire agreement between TAGI and Customer regarding Customer’s use of Products and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the Data Processing Addendum, but only with respect to the processing of personal data and data protection matters, (3) this Agreement, (4) any other attached Addenda, and (5) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
    4.  Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
    5.  Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
    6.  Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    7.  Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    8.  Notice. Notices should be addressed to TAGI, Inc., 40 University Avenue, Suite 903, Toronto, Ontario, Canada M5J 1T1 with electronic copies to be directed to privacy@advantagegroup.com.
    9.  Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Products system administrator designated by Customer.
    10.     Contracting Entity. The TAGI entity entering into this agreement is The Advantage Group International, Inc. or its authorized legal entity, as applicable in the governing jurisdiction.
    11.    Governing Law. The law that will apply in the event of any dispute or lawsuit arising out of or in connection with the provision of the Products, and the court that shall have jurisdiction over any dispute or lawsuit, are those that govern the TAGI entity entering into this Agreement.
    12.    Assignment. Customer shall not assign its rights or delegate its obligations under this Agreement without TAGI’s prior written consent; any such consent shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of TAGI and Customer and their successors and permitted assigns.