These Strivacity Terms of Service (the “Terms of Service” or “Terms”) govern access to and use of the Strivacity Inc. (“Strivacity,” “Company,” “we,” or “us”) website, application(s), and other services provided by us (collectively, the “Service”). Website visitors are referred to in these Terms as “Site Visitors” and individuals or entities who use the Service or create an account (“Account”) and their Authorized Users are collectively referred to as “Customers.” Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.
These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Service. If you are a paid Customer and you or your organization are otherwise bound by a signed, written agreement with Strivacity (“Enterprise Terms”), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by those Enterprise Terms.
Acceptance of Terms. By using the Service, you as a Site Visitor or Customer accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms, you are not authorized and must cease using the Service immediately.
Eligibility. You agree that by using the Service you are at least 18 years of age and you are legally able to enter into a contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity). If Strivacity has previously prohibited you from accessing the Service, you are not permitted to access or use the Service.
Mobile Application Services and Features. Company’s services and features referenced above shall be offered through the User’s mobile application. Additionally, the mobile application will use the GPS feature. A direct link for the application will be accessible to the User. You are solely responsible for providing, at your own expense, all equipment necessary to use the Service, including a computer and modem; and your own internet access (including payment of telephone service fees associated with such access). You understand and agree that Company has no control over third party networks you may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond our control. You understand and agree that the Service is provided "AS IS" and that Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. Strivacity will send SMS to end users who have opted in to receive one time passcode (OTP) to their phones. Message frequency may vary. Standard message and data rates may apply. Reply HELP for help. Reply STOP to cancel. T-Mobile® is not liable for delayed or undeliverable messages. Supported carriers include, but are not limited to: AT&T, Boost, MetroPCS, Sprint, T-Mobile®, U.S. Cellular®, Verizon Wireless, and Virgin Mobile USA.
Modification of the Service. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
- Service. The Service is protected by copyrights and other intellectual property rights. Customer agrees that all worldwide copyright and other intellectual property rights in the Service, and all copies of the Service however made, are the exclusive property of Strivacity and its licensors. All rights in and to the Service not expressly granted to Customer in this Agreement are reserved by Strivacity and its licensors and no ownership rights in the Service transfer to Customer. There are no implied licenses under this Agreement.
- Customer Data. Customer controls and owns all right, title, and interest in and to customer data and at all times remains the data controller under this Agreement and under any applicable data protection laws and regulations. No ownership rights are transferred to Strivacity to customer data, except as set forth in this Agreement. Customer represents and warrants it has complied with all relevant laws in collecting, using, transmitting, and disclosing customer data.
- Feedback. If You elect to provide any feedback, suggestions, comments, improvements, ideas, or other information to Strivacity regarding the Service (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Strivacity to use that Feedback without restriction and without payment to You. Accordingly, You hereby grant to Strivacity a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner and for any purpose.
- Subscription. Contingent upon Customer’s payment of subscription fee(s) for Strivacity Fusion (the “Application”), Strivacity grants to Customer a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to access and use the Application during the subscription term as specified in the Order, solely for the external use of the Customer and Customer personnel as part of Customer’s ordinary course of business (“Permitted Use”) and only for the number of Monthly Active Users (“MAUs”) specified in an Order. The Permitted Use and MAUs may be further restricted by the terms contained in an Order, which terms are incorporated herein by reference. Upon payment by Customer of the applicable subscription fees, the Application will be enabled for the Permitted Use by MAUs during the subscription term.
- Renewals. Subscriptions shall automatically renew for subsequent subscription terms of the same duration as the original subscription term, subject to payment by Customer of applicable subscription fees, unless a party provides written notice to the other party of the notifying party’s intention not to renew at least ninety (90) days prior to expiration of the then-current subscription term.
Free Trials or Evaluations. If You are provided access to a free trial or other evaluation services, you may access and use such services for the number of users and for the length of time specified by Us, strictly for internal evaluation purposes and not for any commercial or production use. Upon expiration or termination of any such free trial or evaluation period, you will no longer have access to the Application. Notwithstanding anything otherwise set forth in the Agreement, any such evaluation or free trial services are provided “AS IS,” do not renew, and do not come with any warranty or support services.
Customer Responsibilities and Use.
- Customer Responsibilities. Customer is responsible for all activity by MAUs. Customer agrees it will: (a) select, purchase, configure, operate, and maintain its equipment, hardware, websites, network, and Internet connections necessary for use and support of the Application; (b) use the Application in accordance with the Documentation; (c) obtain all necessary consents and authorization to use the Application to access and use the Customer Data contained therein; and (d) use best practices and commercially reasonable efforts to prevent unauthorized access to or use of the Application, including promptly notifying Strivacity when you become aware of any unauthorized access or use.
- Restrictions. Customer may not do (or permit others to do) any of the following: (a) copy, modify, adapt, alter, translate, or create derivative works of the Application, except that Customer may configure and customize the Application solely to the extent that it is possible to do so using the features and functionalities of the Strivacity Fusion Admin Console in their ordinary and intended manner; (b) merge or otherwise integrate the Application with external components or other software; (c) sublicense, lease, rent, loan, assign or otherwise transfer the Application or any license hereunder to any third-party; (d) host, upload, use or access the Application via a time sharing, service bureau, virtualization, hosting, or other remote access arrangement; (e) reverse engineer, decompile or disassemble the Application or otherwise attempt to derive the source code of the Application except and only to the limited extent that Strivacity provides such source code or that such activities are expressly permitted by applicable law notwithstanding this limitation; (f) remove, alter, or obscure any confidentiality or proprietary notices (including copyright or trademark notices) of Strivacity or its suppliers on, in, or displayed by the Application; (g) reproduce or use the Application except as expressly authorized; (h) circumvent, or provide or use a program intended to circumvent, technological measures provided by Strivacity to control access to or use of the Application; (i) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the documentation, warranties, disclaimers, or intellectual property rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Application; (j) use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law; (k) use the Application other than for the Permitted Use.
- Conduct on Site. Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for the contents of your communications through the Site. Users may not resale or rebrand the platform and represent ownership of the platform, nor share any login credentials with other parties. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this Site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that: (a) Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies; (b) Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (c) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (d) Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (e) Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or (f) Impersonates any person or entity, including any of our employees or representatives. Users shall not cause or permit others to: (i) use the Services to violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited emails, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (ii) perform or disclose any benchmarking, availability or performance testing of the Services; or (iii) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the Service.
- Security. The Application may contain technological measures designed to prevent unauthorized or illegal use of the Application and Customer acknowledges and agrees that Strivacity may use these and other lawful measures to verify Customer's compliance with the terms of this Agreement and enforce Strivacity's rights, including all intellectual property rights, in and to the Application. Customer agrees and acknowledges that Strivacity may, on no less than thirty (30) days’ prior written notice to the Customer, deny any individual access to and/or use of the Application if Strivacity, in its sole discretion, believes that the Customer’s (or MAU’s) use of the Application would violate any provision of this Agreement. The aforementioned notice must specify the breach or violation and require it to be remedied within the 30 day period, failing which access shall remain disabled for the duration of the time that the breach/violation remains unremedied.
- Safeguards. Strivacity will maintain commercially reasonable and appropriate physical, technical, and organizational safeguards designed to secure Customer Data against unauthorized and unlawful loss, access, or disclosure including, but not limited to: (a) restricting access to Customer Data to the employees, agents, licensors, or services providers of Strivacity with a need to know the information for Strivacy to meet its obligations under this Agreement; (b) regular performance of penetration tests against the Application; (c) maintaining appropriate safeguards to prevent the unauthorized access of Customer Data; and (d) procedures and practices for the safe disposal of Customer Data.
- Notification. In the event a security vulnerability is found, Strivacity will notify You in accordance with the terms of its Security Vulnerability Response plan.
Fees and Payment.
- Payment. Customer agrees to pay all subscription fees as indicated on the Order to Strivacity (either directly or through an Authorized Partner). Subscription Fees are payable annually in advance unless a monthly payment option is offered to Customer and identified in the Order (in which case Subscription Fees are payable 30 days from receipt of invoice). All fees are non-refundable and non-cancelable except as expressly provided in this Agreement and do not include sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, withholding tax, shipping, or customs duties and similar transactional taxes and fees, and Customer agrees to pay for any and all such taxes and fees, however designated or levied, relating to this Agreement, exclusive of taxes based on Strivacity’s net income. Customer must provide Strivacity with either an approved, valid credit card or other electronic or standard purchase order and payment processing information. Until all amounts due have been paid in full, Customer hereby authorizes Strivacity to charge all amounts due under the Agreement from time to time to any method of payment provided by Customer to Strivacity, including without limitation, ongoing subscription and installment and other payments, taxes, and additional fees. Customer agrees to update Customer’s payment information to keep it current at all times and agrees that Strivacity may submit charges for processing if the payment information has expired.
- Preprinted Terms. Any terms that may appear on your purchase order (including any preprinted terms) that conflict or vary from the terms and conditions of this Agreement will not apply and will be deemed null and void with respect to this Agreement.
- Late Payment. Fees not paid when due will accrue interest at a rate of one and one-half percent (1.5%) per month or the legal maximum interest rate, whichever is lower, applied as of the date of invoice. Failure to pay fees when due may result in the withdrawal of access to the Subscription Services until such time that all fees are paid.
- Usage Limits and Verification. Usage of the Application is monitored on a continuous basis. Customer agrees to cooperate with Strivacity or its Authorized Partner(s) to ascertain Customer’s usage of the Service and compliance with this Agreement. If Customer’s use of the Service is found to consistently generate exceptionally high load over a sustained period of time, Strivacity reserves the right to charge additional fees per transaction for usage above the limits described below or in the Order. Strivacity reserves the right to amend the limits defined below.
- Usage of the Application is charged monthly or annually on a per-customer basis.
- Usage of the Application is defined in terms of the number of MAUs purchased based on pricing tier.
- Use of the Application’s built-in Email Service is defined in terms of the number of emails sent. A usage limit of 10 emails per MAU, per 24 hour period will apply.
- Use of the Application’s built-in SMS Service for Multi-factor Authentication is defined in terms of the number of SMS messages sent. A usage limit of 5 SMS messages per MAU, per 30-day period will apply.
- Use of the Application’s built-in Voice Service for Multi-factor Authentication is defined in terms of the number of phone calls placed. A usage limit of 5 phone calls per MAU, per 30-day period will apply.
- Customer Data Responsibilities. Customer is responsible for: (a) the content, accuracy, quality, reliability, legality, and means by which it acquires Customer Data; (b) obtaining the right and consent to use Customer Data and decisions concerning the processing and use of Customer Data; (c) compliance with all applicable data privacy laws and regulations; and (d) uploading, sharing, withdrawal, management, and deletion of Customer Data.
- Data License. Customer grants Strivacity a non-exclusive, limited, revocable, royalty-free license to access, copy, store, process, transmit, display, and otherwise use Customer data for the purpose of: (a) providing and continually improving and refining the Application; (b) performing our obligations under this Agreement; and (c) complying with laws. Strivacity will not disclose Customer data to a third party except to the extent necessary to carry out the terms of this Agreement or as permitted or required by law.
Third Party Content. We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations or endorsements as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. STRIVACITY IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SERVICE OR POSTS OF USER CONTENT.
Disclaimer of Warranties. ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY MAKE NO WARRANTY THAT (a) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. COMPANY MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND COMPANY MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the Site, you may have opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. COMPANY MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
Limitation of Liability. EXCEPT TO THE EXTENT THAT DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY, OR ANY OF THEIR RESPECTIVE AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO CUSTOMER FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF, OR INABILITY TO USE, THE APPLICATION, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES ARISING FROM LOSS OF REVENUE, USE, DATA, OR PROFITS, INJURY TO REPUTATION OR GOODWILL, OR THE COST OF SUBSTITUTE GOODS OR SERVICES) WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. IF, UNDER APPLICABLE LAW, LIABILITY FOR DIRECT DAMAGES CANNOT BE EXCLUDED (NOTWITHSTANDING THE FOREGOING), THEN THE TOTAL AGGREGATE LIABILITY OF VENDOR (OR ANY OTHER PERSON) WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE APPLICATION, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM. CUSTOMER ACKNOWLEDGES THAT THE SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT VENDOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.
Indemnification. Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this Site. Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses
Term and Termination.
- Term. These Terms are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service. Strivacity is also free to terminate (or suspend access to) your use of the Service or your account, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms
- Effect of Termination. Upon expiration or termination of this Agreement, Customer rights to use or access the Application will immediately terminate and Customer must return or destroy (with written certification of destruction) any Confidential Information of Strivacity as well as the Documentation. Strivacity will have no obligation to maintain any Customer Data except as otherwise specified.
- Return of Customer Data. Upon request within ten (10) days of the effective date of termination or expiration of this Agreement, Strivacity will make Customer data available to you for export or download for a period of thirty (30) days. After the initial 10-day request period, Strivacity will have no obligation to maintain or provide any Customer data and will thereafter destroy all copies of Customer data in our systems or otherwise in our possession or control, unless legally prohibited.
- Choice of Law and Venue. This Agreement will be governed by the laws of the State of Delaware, United States without giving effect to any choice of law principles that would require the Application of the laws of a different country or state. Each party irrevocably agrees that any proceedings relating to any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation shall be brought in the courts of Fairfax County, Virginia, United States of America. Each party agrees that the specified courts shall have exclusive jurisdiction over such disputes or claims save that any counterclaim may be brought in any proceedings already commenced. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (USA) do not apply to this Agreement.
- Compliance with Laws. Customer will comply with all applicable export and import control laws and regulations in Customer’s use of the Application, and, in particular, Customer will not export or re-export the Application without all required government licenses. Regardless of any disclosure made to Strivacity of an ultimate destination of the Application and accompanying technical documentation, Customer will defend, indemnify, and hold harmless Strivacity and its licensors, suppliers and resellers from and against any violation of such laws or regulations by Customer.
- U.S. Government Rights. If Customer is a branch or agency of the U.S. Government, then Customer acknowledges that the Application is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Any technical data provided with such Application is commercial technical data as defined in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015. All U.S. Government end users acquire the Application with only those rights set forth in this Agreement. If a branch or agency of the US Government has a need for rights not granted under these terms, it must negotiate with Strivacity to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
- Relationship between the Parties. The parties are independent contractors, and neither party is the agent, partner, employee, fiduciary or joint venture of the other party under this Agreement.
- Assignments. Customer may not assign or transfer, by operation of law or otherwise, any Customer rights under this Agreement (including Customer licenses with respect to the App) to any third party without Strivacity’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Strivacity may, with 30 days’ prior written notice freely assign its rights or delegate its obligations under this Agreement.
- Waivers. All waivers must be in writing. The failure of a party to enforce any provision or exercise any right under this Agreement shall not constitute a waiver of such provision or right and shall not preclude such party from enforcing such provision or exercising such right at any later time.
- Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to achieve the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
- Force Majeure. If by reason of force majeure either party is unable in whole or in part to act in accordance with this Agreement, the party shall not be deemed in default during the continuance of such inability. The term “force majeure” as used herein shall include without limitation: acts of God; strikes or lockout; acts of public enemies; insurrections; riots; epidemics; lightning; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of government and people; civil disturbances; and explosions. Each party, however, shall remedy with all reasonable dispatch any such cause to the extent within its reasonable control which prevents the party from carrying out its obligations contained herein.
- Entire Agreement. This Agreement constitutes the final and entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.