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Last Updated: April 2024
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OR OBTAINING ANY UNACAST DATA, MATERIALS, INFORMATION, OR PRODUCTS MADE AVAILABLE UNDER AN ORDER FORM. YOUR USE OF THE SERVICES REQUIRES ACCEPTANCE OF THESE TERMS.
UNACAST SHALL NOT MAKE AVAILABLE TO CUSTOMER ANY PERSONAL INFORMATION OR PERSONAL DATA THAT IS SUBJECT TO APPLICABLE DATA PRIVACY OR DATA PROTECTION LAWS OR REGULATIONS UNDER THESE TERMS OF SERVICE.
These Terms of Service (“Terms”) govern use of the Services ordered under an order form (each, an “Order Form”) entered into by and between the customer identified in such OrderForm (“Customer” or “you” or “your”) and Unacast, Inc., a Delaware corporation or its affiliated entities (“Unacast”, “we”, “our” or “us”). By signing an Order Form with Unacast, you agree to abide by, be bound by, and be subject to, these Terms as though these Terms were set forth in their entirety in such Order Form. The Order Form, these Terms, and any links, schedules, or exhibits referenced herein or in the Order Form shall constitute a legally binding agreement between the parties (the “Agreement”).
The “Services” means such services ordered pursuant to and described in an Order Form and may include (a) the Unacast data (“Unacast Data”) made available to Customer on the website located at https://app.unacast.com or a successor site (the “Platform”), including any materials, features, or content downloadable or accessible from the Platform (the “Unacast Content”) or via another delivery mechanism specified in the Order Form, (b) any support services that may be specified in the OrderForm; and (c) any other Unacast application, software, product, or service licensed, downloaded or otherwise provided or made available to Customer pursuant to an Order Form that is subject to these Terms. In the event of a conflict between these Terms and the Order Form, these Terms shall control, except where the Order Form expressly identifies a clause or term to be superseded. No amendments may be made to the Order Form without a mutual written agreement between the parties.
Our Privacy Policy is incorporated by reference into these Terms.
THESE TERMS SHALL APPLY TO THE CUSTOMER LEGAL ENTITY IDENTIFIED IN AN ORDER FORM. IF YOU ARE ENTERING INTO AN ORDER FORM, OR USING THE SERVICES ON BEHALF OF A CUSTOMER, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF SUCH ENTITY, THAT THE EXECUTION, DELIVERY, AND PERFORMANCE OF THE AGREEMENT DOES NOT VIOLATE THE LAWSOF ANY JURISDICTION OR THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENT TO WHICH YOU OR THE COMPANY YOU REPRESENT IS A PARTY OR BY WHICH YOU OR YOUR COMPANY ARE OTHERWISE BOUND, AND THAT THE BUSINESS ENTITY LISTED IN THE ORDER FORM AS THE CUSTOMER IS IN GOOD STANDING IN THE JURISDICTION WHERE IT IS FORMED. BY ORDERING, ACCESSING, REGISTERING FOR, OR USING THE SERVICES, YOU: (A)ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE APPLICABLE ORDER FORM AND THESE TERMS; (B) AGREE TO BE BOUND BY THEM IN THEIR ENTIRETY, AND (C) ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH UNACAST. IN THE EVENT YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH UNACAST (OTHER THAN AN ORDER FORM GOVERNED BY THESE TERMS) REGARDING UNACAST SERVICES, SUCH SEPARATE WRITTEN AGREEMENT SHALL CONTROL.
Unacast reserves the right to change, amend, or modify these Terms from time to time in its sole and absolute discretion. Your continued use of the Services after changes to these Terms are posted constitutes your acceptance of any such amendments or modifications to these Terms. If at any point you do not agree to any portion of the then-current version of these Terms, or any other policy or rules relating to your use of the Services as we may provide to you from time to time, you must immediately stop using the Services, and your license to use the Services shall immediately terminate.
Subject to these Terms, including the payment of the applicable Fees, Unacast hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services and the Unacast Data thereunder for your internal business purposes during the Term. Specifically, you may use and reproduce the Unacast Data for (a) interrogation, retrieval, analysis, manipulation, recompilation, and report preparation, and (b) creation of derivative works that you may make available to your third-party customers, provided no raw or unmodified Unacast Data is made directly available to such third parties (collectively, the “Permitted Uses”). Notwithstanding the foregoing, you may display to third parties (but not make available to or transfer) unmodified Unacast Data; provided, however, that you must include an attribution to Unacast and comply with other terms and conditions, if any, that Unacast may specify.
Except as expressly permitted in these Terms (or as may be expressly agreed in an Order Form), you will not, directly or indirectly, nor will you allow any user to (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (b) re-identify or attempt to re-identify an individual from any Unacast Data, (c) build or attempt to build a user profile for a given individual or device based on the Unacast Data nor attempt, facilitate, or encourage others to identify a given individual or user or reconstruct user profiles based on the Unacast Data, (d) modify, translate, or create derivative works based on the Services, (e) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, (f) remove any proprietary notices or labels from the Services, (g) circumvent any security control or access mechanism of the Services, (h) use the Services in connection with any products, services, or activities that compete with Unacast, (i) use, format, display or alter theServices or the Unacast Data except in accordance with the Permitted Uses, or (j) engage in any of the prohibited uses described in Section 3 below.
3.1 You may not use the Unacast Data and/or our Services for any illegal purposes, including without limitation any uses that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law, rule, regulation, order, or directive (“Law”). In particular, the following is a representative, non-exhaustive list of acts that are prohibited:
3.2 You further acknowledge and agree that you may not use the Unacast Data and/or the Services:
4.1 You agree to comply with all applicable Laws in connection with your use of Unacast Data and the Services and agree that you shall be responsible for any use of the Unacast Data and Services by your users.
4.2 You shall be solely responsible for obtaining and maintaining, at your cost, any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”), and shall ensure such Equipment and systems are compatible with all configurations and specifications required to utilize the Services. You are further responsible for maintaining the security of such Equipment.
4.3 To use the Platform, you (and any of your users who will have access the Platform) will be required to create an account with Unacast (an “Account”). Any information submitted as part of the Account creation process must be accurate and complete and you are solely responsible for maintaining the completeness and accuracy of such information. You shall be responsible for maintaining (and ensuring your users do the same) the security of your Account, including but not limited to, passwords and files, and for all uses of your Account with or without your knowledge or consent. If you provide any information that is false, untrue, inaccurate, not current, or incomplete, we have the right to suspend your access to your Account or terminate your Account. Account credentials may not be shared or transferred amongst users. You agree to notify us immediately in the event of any unauthorized use of or access to your Account, or if you suspect Account credentials have been compromised in any way. You shall promptly notify us when a user or individual is no longer with your organization so that we may disconnect the Account and restrict access.
4.4 We may make updates, modifications, or enhancements to the Platform from time to time and in our discretion. Any such updates, modifications, or enhancements to the Platform shall not materially diminish the functionality originally provided. You agree that the development, release, and timing of any features or functionality for the Platform are in our sole discretion and your use of the Platform is not contingent or dependent on the delivery of any future functionality, features, or other services or products.
4.5 We or any third party retained by us may, at our cost and upon prior reasonable written notice to you (including, not by way of limitation, e-mail), during normal business hours, audit your compliance with these Terms. Our right to audit shall survive the expiration or termination of the Agreement for a period of one (1) year after the date of such expiration or termination. We, or our third-party auditor, as applicable, will comply with your security and confidentiality policies in connection with such audit made known to us.
5.1 Unacast owns and retains all right, title and interest in and to (a) the Services (including all Unacast Data and all Unacast Content thereunder), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, including, without limitation, support for the Services, and (c) all intellectual property rights related to any of the foregoing. No licenses are granted by estoppel orby implication. Except for the licenses expressly granted to you here under, Unacast grants you no other right or license to the Services.
5.2 You may from time to time identify problems, solutions to problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to Unacast (“Feedback”). You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and Unacast shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from Unacast under any circumstances relating to such Feedback.
5.3 Unacast may collect and use data reflecting your access and use of the Platform, including visit, session, impression, and click-through data (the “Usage Data”). Unacast owns and retains all right, title and interest in and to the Usage Data. Usage Data will be used solely for purposes of developing and improving the Services.
6.1 The fees payable shall be set forth in the Order Form (the “Fees”). Upon execution, and except as otherwise set forth herein, Order Forms are non-cancellable, Fees are non-refundable, and quantities licensed under the Order Form may not be decreased during the Term. The Fees shall escalate in accordance with the terms set forth in the Order Form. Unless otherwise agreed in an Order Form, Fees for the Services will be billed in advance and are due and payable within thirty (30) days of the invoice date. You are responsible for advising Unacast of any change in billing or contact information. Unless otherwise agreed in an Order Form, payments shall be made in U.S. dollars to an account specified by Unacast, in full without set-off, counterclaim, or deduction.
6.2 In the event you dispute an invoice, you shall submit such dispute in writing within fifteen (15) days of the date of the applicable invoice. Except for Fees disputed in good faith, any Fees not timely paid shall accrue late charges at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by Law, whichever is less, from the date such payment was due until the date paid. You shall reimburse Unacast for any costs and expenses, including attorneys’ fees and court and administrative costs, incurred by us to collect any unpaid amount. Amounts due under an Order Form may not be withheld or offset against amounts due to you for any reason.
6.3 All Fees and other charges specified in the Agreement are exclusive of all applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including sales taxes, use taxes, and value added taxes) (“Taxes”). You shall be responsible for all Taxes related to the Services licensed to you under an Order Form, other than taxes related to our net income. If we have the legal obligation to pay or collect Taxes for which you are responsible, Unacast will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
7.1 The Agreement shall be effective on the Effective Date set forth in the Order Form and will remain in effect for the initial period identified in the Order Form and any renewal term(s) as may be set forth thereunder (the “Term”).
7.2 Each party may terminate the Agreement if the other party has breached a material term of the Agreement and has failed to cure such breach within thirty (30) days written notice by the non-breaching party. In addition, Unacast may take any actions it deems appropriate (including without limitation suspending or terminating your Account and your access to the Services), without notice to you, if Unacast suspects or determines that you may have (a) failed to comply with any provision of the Agreement (including non-payment), or (b) engaged in actions relating to or in the course of using the Services that may be illegal, violate applicable Law, or cause liability, harm, abuse or disruption for Unacast, the Services, or any third parties.
7.3 Upon termination or expiration of the Agreement, (a) your access to and use of the Services will cease immediately, (b) your Account will be disabled, and (c) you shall promptly delete and remove all Unacast Data from your systems and may no longer continue to use such Unacast Data for any purpose, except as required by applicable Law or to the extent such Unacast Data has been incorporated into a derivative work prior to the effective date of termination or expiration. The terms herein shall survive with respect to any Unacast Data that is incorporated into any derivative works.
7.4 The following will survive any termination of the Agreement: Sections 5, 6, 7.3, 8, and 10 through 14 of these Terms.
8.1 You agree that you will not use in any way for your own account or the account of any third party, nor disclose to any third party, any Confidential Information revealed to you by us under the Agreement. “Confidential Information” means all information disclosed by us, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or reasonably understood to be confidential given the nature of the information or the circumstances of disclosure, including, without limitation, trade secrets, customer lists, business plans, technical data, product ideas, personnel, contract and financial information. In addition to the foregoing, Confidential Information shall also include the terms and contents of the Agreement, as well as the existence of the Agreement, our relationship hereunder, and any discussions or negotiations related to the Agreement. Confidential Information shall not include information which (can be demonstrated by written evidence that) (a) becomes a part of the public domain through no act, negligence or omission by you; (b) was in you lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use; (c) is independently developed by you without use of the Confidential Information; or (d) is lawfully disclosed hereafter to you, without restriction, by a third party who did not acquire the information directly or indirectly from us or who was not subject to any restrictions with respect to the disclosed information. You agree that, except in connection with the performance of your obligations under the Agreement, you will not otherwise use in any way for your own account or the account of any third party, nor disclose to any third party, anyConfidential Information. Notwithstanding the foregoing, Confidential Information may be disclosed (i) to your officers, directors, employees, consultants, professional advisors, affiliates, and agents (the “Representatives”) who have a need to know for purposes of the Agreement and who are bound by written confidentiality obligations at least as restrictive as those set forth herein, or (ii) pursuant to a applicable Law, court order or rule of any applicable regulator or securities exchange (but only to the minimum extent required to comply with such Law, order, or rule and, to the extent not otherwise prohibited by Law, with advance notice to us). You shall take your best efforts to protect the confidentiality of the Confidential Information, such precaution not to be less than the precautions you take to protect the confidentiality of your own Confidential Information, and in no event shall be less than reasonable care. You shall be responsible for any breach of the confidentiality obligations hereunder by any of your Representatives to whom you disclose Confidential Information. You acknowledge that your breach of this Section may cause irreparable damage to us and hereby agrees that we shall be entitled to seek injunctive relief for breach of this Section, as well as such further relief as may be granted by a court of competent jurisdiction. Upon our request, or following termination of the Agreement, you shall return all copies of Confidential Information received hereunder or destroy such Confidential Information and certify such destruction, as requested by Unacast. Notwithstanding the foregoing, you may retain copies pursuant to automatic backups or as required by Law, provided that such retained Confidential Information shall remain subject to the confidentiality obligations hereunder.
During the Term, Unacast shall use commercially reasonable efforts to implement and maintain administrative, physical, and technical safeguards consistent with industry standards for the type of Services provided under the Agreement designed to protect the Services from unauthorized access, use, modification, or disclosure.
10.1 YOU EXPRESSLY AGREE THAT USEOF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND UNACAST DATA ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, UNACAST MAKES NO WARRANTY THAT THE SERVICES OR UNACAST DATA WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE. FURTHER, UNACAST MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
10.2 You further acknowledge (a) Unacast is not a backup service, and you are solely responsible for creating any backups of data, and (b) Unacast is not responsible for any decisions you may make based on the Services.
11.1 Unacast will indemnify you against any final judgment rendered against you, including, any losses, liabilities, damages, costs, and expenses, including award of reasonable attorneys’ fees (collectively, “Losses”) arising as a result of a third party claim, demand, or action (collectively, “Claims”) brought under United States law based on a finding that the Services infringe the United States intellectual property rights of a third party (“Infringement Claim”). The foregoing obligation shall not apply where such infringement: (a) relates to or is caused by use of the Services in combination with any other software, data, product, process, or material not provided by us, and the infringement would not have occurred but for the combination; (b) arises from or relates to any modification of the Services not made or authorized in writing by us; (c) use of the Services in an unauthorized manner or any manner inconsistent with any documentation we may make available to you; (d) use of the Services in violation of any Law; (e) your negligence or willful misconduct; or (f) where you (or your users) continue the activity or use constituting or contributing to the infringement after notification by us. If (1) you are enjoined from using the Services; or (2) the Services become, or Unacast believes the Services are likely to become, the subject of anInfringement Claim, then Unacast shall have the right, in its sole discretion, to (i) obtain for Customer the right to continue use of the Services; or (ii) replace or modify the Services so that they are no longer infringing. THIS SECTION 11.1 SETS FORTH UNACAST’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM.
11.2 You agree to indemnify, defend and hold Unacast and its affiliates or subsidiaries, or any of their directors, employees, agents, licensees or licensors (collectively, the “Unacast Parties”) harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees(including reasonable attorneys’ fees and court costs) arising out of or relating in any way to (a) your (or your users’) use of the Services, (b) information in your Account and any information you (or your users) submit, post or transmit through the Services, (c) your (or your users’) violation of the Agreement, (d) your (or your users’) violation of any Law, and (e) your (or your users’) violation of any rights of any other person or entity.
11.3 The party seeking indemnification under this Section (the “Indemnified Party”) shall: (1) provide prompt written notice of the indemnity claim to the proposed indemnifier (the“Indemnifying Party”); (2) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such indemnity claim; and (3) give theIndemnifying Party the right to control the defense and settlement of such indemnity claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party’s rights or interest without the Indemnified Party’s prior written approval. The Indemnified Party shall have the right to participate in the defense and retain its own legal counsel at its own expense.
12.1 UNDER NO CIRCUMSTANCES WILL UNACAST PARTIES BE LIABLE TO YOU, ANY OF YOUR USERS OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES OR UNACAST DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),OR ANY OTHER LEGAL THEORY.
12.2 A UNACAST PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID UNACAST FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.
12.3 SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE UNACAST PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
12.4 EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY UNACAST TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THE AGREEMENT.
You may not remove or export from the United States or allow the export or re-export of the Services and/or Unacast Data, or any direct product thereof in violation of any restrictions, Laws of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
If you have any questions or would like to speak with us regarding changes to your personal information, please email us at legal@gravyanalytics.com:
Unacast
44679 Endicott Drive, Suite 349
Ashburn, VA 20147
15.1 The Agreement is not assignable, transferable or sublicensable by you except with Unacast’s prior written consent. Unacast may transfer and assign any of its rights and obligations under the Agreement without consent.
15.2 All notices shall be sent by registered post, return receipt requested, to the specified address in the Order Form, orby email to the designated email address and shall be deemed to have been given as of the time recorded by the delivery service. Either party may provide updated notice addresses with written notice to the other party. You acknowledge and agree that notices posted on the Platform or sent by email satisfy any legal requirement that notices be in writing.
15.3 The Agreement shall be governed by the laws of the State of New York without regard to conflict of laws provisions thereof. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall be New York County, New York, United States. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. Nothing contained in the Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding.
15.4 THE PARTIES TO THE AGREEMENT KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT THAT EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THE AGREEMENT.
15.5 Subject to any applicable Law to the contrary, you agree that any cause of action arising out of or related to the use of our Services and/or Unacast Data must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred.
15.6 You hereby grant Unacast a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your company name, and company logo for Unacast’s promotional purposes (such as on our Platform, on third-party websites, and in marketing presentations, etc.).
15.7 All rights and remedies available to Unacast, pursuant to the Agreement or otherwise, at Law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Unacast. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and Unacast, to claim a beneficial interest in the Agreement or any rights occurring by virtue of theAgreement. No agency, partnership, joint venture, or employment is created as a result of the Agreement and you do not have any authority of any kind to bind Unacast in any respect whatsoever. The failure of either party to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision, and no waiver by either party of any breach or default by the other party shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. Any term or condition contained in customer’s purchase order is void and shall be of no effect on the parties. An Order Form may be executed in multiple counterparts and may be signed electronically.
