Terms of Service
THESE TERMS AND CONDITIONS (this “ Agreement ”) GOVERN THE PROVISION OF OUR SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. This Agreement is effective between FORETCONNECT SERVICES INC. (“ FSI ”) and you (“Subscriber”) as of the date Subscriber accepts this Agreement. By agreeing to these Terms of Service, you represent and warrant that you have reached the age of majority in the Province of Ontario, which is 18 years of age, and that you possess the legal right and ability to enter into this Agreement and use the Services in accordance with this Agreement.
You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws). Please read these Terms of Service carefully before accepting.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber and FSI (collectively, the “ Parties ” and each, a “ Party ”) hereby agree as follows:
1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
1.1 “ Affiliate ” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
1.2 “ Authorized User ” means the person that Subscriber permits to access the Services, and to whom Subscriber has supplied user identification (for Service utilizing authentication). FSI acknowledges that Subscriber will not need to disclose the specific identity of such Authorized Users to FSI. Subscriber represents and warrants that Authorized User is at least 18 years of age.
1.3 “ Documentation ” means all information, tools and other documents relating to the Service that FSI provides to you, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
1.4 “You”, “your” and “yours ” refer to the Subscriber;
1.5 “ Order Form ” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Subscriber and FSI or any of its Affiliates, or any third party authorized by FSI 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.
1.6 “ Service ” means People and Topics - Discussion Club for Seniors, a telephone or Internet video conference service where Authorized Users join remotely group discussions guided by moderators on a wide variety of topics.
1.7 “ Website ” means this website.
2. SUBSCRIPTION; RESTRICTIONS ON USE.
2.1 Subscription to Service, Documentation, and Data. Subject to the terms and conditions of this Agreement, FSI hereby grants to Subscriber or to Authorized Users during the Term access to the Service. FSI reserves the right to refuse Service or access to the Website to anyone for anyreason at any time. Subscriber shall be responsible to FSI for any and all acts or omissions of the Authorized Users, including ensuring that all such Authorized Users comply with the applicable provisions of this Agreement, including the license scope set forth in this Section
2.1 and the Restrictions on Use set forth immediately below in Section 2.2 Subscriber will be primarily liable to FSI for any and all violations thereof by such Authorized Users. Unless otherwise provided in the applicable Order Form, (a) access to Service is purchased as a subscription.
2.2 Restrictions on Use. Except as expressly provided in this Agreement, Subscriber will not (and will use best efforts to restrict any Authorized User or other third party to) make any use or disclosure of the Service, the Website, or the Documentation that is not expressly permitted under this Agreement. Without limiting the foregoing and unless otherwise agreed in writing by FSI and Subscriber, Subscriber will not and will use reasonable efforts to restrict any third party from: (i) reverse engineering, decompiling, disassembling, or otherwise attempting todiscern the source code or interface protocols of the Website; (ii) modifying or adapting the Website or the Documentation; (iii) making any copies of the Website or the Documentation; (iv) reselling, distributing, or sublicensing the Service, the Website or the Documentation; orotherwise allowing any third party to use or access the Service, the Website or the Documentation (except as provided in Section 2.1 ); (v) using the Service, the Website, or the Documentation in violation of any applicable law, rule, or regulation or for any purpose not specifically permitted in this Agreement; (vi) introducing into the Website, any software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (vii) using the Service, the Website or the Documentation: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal or provincial regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander,disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to collect, track or reveal the personal information of others j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Service, the Website or the Documentation; or (l) to procure, promote, sell, buy, or otherwise transact in any manner services and/or products other than those from FSI.
3. SUPPORT SERVICES. FSI will provide Subscriber problem resolution and technical support in connection with the Service and the Website during the Term (the “ Support Services ”). You authorize FSI to provide you with notices, service announcements or change announcements via email messages, SMS, text or phone communications. You acknowledge that calls with FSI and service sessions may be recorded for quality assurance and documentation purposes.
4.1 Subscription Fees. As consideration for the Subscription and the Support Services, Subscriber will pay a subscription fee as set by FSI from time to time per Authorized User (collectively, the “ Fees ”). Payment obligations are non-cancellable and Fees paid are non-refundable, subject to Section 4.3 .
4.2 Payment Terms. Fees shall be paid in advance, in accordance with any billing occurrence stated in the applicable Order Form. All payments are due in Canadian dollars. Subscriber will provide FSI with valid and updated credit card information to FSI or to FSI’s authorized billing provider. If Subscriber provides credit card information to FSI, Subscriber authorizes FSI (or FSI’s billing provider) to charge such credit card for all purchased Services listed in the Order Form for the initial subscription term. Unless otherwise stated in the Order Form, invoiced charges are due with your submission of an Order Form. Subscriber is responsible for providing complete and accurate billing and contact information to FSI (or FSI’s billing provider) and notifying FSI of any changes to such information.
4.3 Refund. If, at least 24 hours prior to the time schedule for the rendering of the Service, Subscriber notifies FSI in writing or over the phone the decision to cancel the Service, providing appropriate identification information, FSI will authorize a refund of the full amount paid, which depending on the financial institutions involved, may take up to three weeks. The rights provided pursuant to this refund policy may only be exercised once per Authorized User.
4.4 Taxes and billing provider fees. The Fees include applicable taxes and billing provider fees. If FSI is required by law to pay any federal, province, municipal or value added tax, sales and use tax, goods and services tax, harmonised sales tax or similar applicable taxes based on this Agreement, FSI shall ensure that such taxes are invoiced to Subscriber in accordance with applicable rules in addition to the Fees. Nothing in this Agreement, however, shall require Subscriber to pay any payroll, corporate, succession, income, profits, or income tax of FSI.
5. TERM AND TERMINATION.
5.1 Term. This Agreement commences on the date Subscriber first accept it and continues until all subscriptions hereunder have expired or have been terminated. Except as otherwise specified in an Order Form, subscription expires immediately after the time scheduled by the Subscriber for the Services has passed.
5.2 Termination. For Cause. In the event of a breach of this Agreement by a Party, the other Party may terminate this Agreement by giving twenty four (24) hours prior, written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach before the expiration of such period. In addition, FSI may terminate this Agreement upon written notice to Subscriber under the limited circumstances set forth in Section 9.3 below.
5.3 Effect of Termination or Expiration. In the event of any termination or expiration of this Agreement:(a) Subscriber will pay FSI for all undisputed Fees payable hereunder through the effective date of termination or expiration;(b) all rights granted hereunder to Subscriber will immediately cease, and Subscriber will immediately cease all access of the Service, the Website and the Documentation; and(c) each Party will either return to the other Party (or provide the other Party with written certification of the destruction of) all documents, computer files, and other materials containing any Confidential Information (as defined below) of such other Party that are in the first Party’s possession or control; provided that this obligation does not extend to automatically generated computer backup or archival copies generated in the ordinary course of the receiving party’s information systems procedures, provided that the receiving party shall make no further use of such copies.
5.4 Survival. The following provisions will survive any termination or expiration of this Agreement: Section 5.3 (“Effect of Termination or Expiration”), Section 6 (“Intellectual Property”), Section 7 (“Confidentiality”), Section 8 (“Disclaimer; “Limitation ofLiability”), Section 9 (“Indemnification”), Section 10 (“Miscellaneous Provisions”) (except for Section 10.1), and this Section 5.4 (“Survival”).
6. INTELLECTUAL PROPERTY. As between FSI and Subscriber, FSI shall own all right, title, and interest in and to the Service, the Website and the Documentation, including all source code, object code, operating instructions, and interfaces developed for or relating to the Service, the Website and the Documentation, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights and other intellectual property rights relating thereto (the “ FSI Intellectual Property ”). Subscriber will have no rights with respect to the FSI Intellectual Property other than those expressly granted under this Agreement.
7. CONFIDENTIALITY AND PUBLICITY.
7.1 Definition of Confidential Information. For the purposes of this Agreement, “ Confidential Information ” means: (a) with respect to FSI, the Service, any and all source code relating thereto and the Documentation, all pricing and Fees relating to the Service and related services, and any other non-public information or material regarding FSI’s legal or business affairs, financing, or customers, and (b) with respect to Subscriber and/or the Authorized Users any non-public information or material regarding the Subscriber and/or Authorized User. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “ Receiving Party ”); (ii) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “ Disclosing Party ”); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who, to the Receiving Party’s knowledge, did not receive it, directly or indirectly, from the Disclosing Party.
7.2 Use and Disclosure of Confidential Information. The Receiving Party will, with respect toany Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to Section 7.4 below, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.
7.3 Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).
7.4 Compliance by Personnel. The Receiving Party will, prior to providing any employee, consultant, or vendor access to any Confidential Information of the Disclosing Party, inform such employee or consultant, or vendor of the confidential nature of such Confidential Information and require such employee, consultant, or vendor to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information. The Receiving Party will be responsible to the Disclosing Party for any violation of this Section 7 by any such employee, consultant, or vendor.
7.5 Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process, or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
8. DISCLAIMER; LIMITATION OF LIABILITY.
8.1 Disclaimer. THE SERVICE, ITS COMPONENTS, THE WEBSITE, THE DOCUMENTATION, THE SUPPORT SERVICES, AND OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND FSI MAKES NO WARRANTY WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANYWARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT FSI MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICE, THE WEBSITE, THE DOCUMENTATION, THE SUPPORT SERVICES AND OTHER MATERIALS PROVIDED HEREUNDER AREPROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL OR OTHER PROFESSIONAL ADVICE OR AN OPINION OF ANY KIND. In particular, FSI is not responsible for any opinion expressedduring group discussions, including opinions from the subscribers, moderators or others. FSI does not warrant or guarantee the quality, accuracy or completeness of any information contained in the Service, the Website, the Documentation, the Support Services and other materials provided hereunder. FSI does not perform any background check or screening of any Subscriber or Authorized User. You expressly agree that your use of, or inability to use, the Service, the Website, the Documentation and Support Services is at your sole risk.
8.2 Liability Exclusion. FSI WILL NOT BE LIABLE TO THE SUBSCRIBER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH SUBSCRIBER’S RIGHTS) FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDINGNEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE SERVICE, THE WEBSITE, THE SUPPORT SERVICES, THE DOCUMENTATION, THIRD PARTY PROVIDERS’ WEBSITE, BILLING PROCESS, PHONE OR INTERNETSERVICES OR MARKETING; THE SUBSCRIBER’S OR THE AUTHORIZED USER’S PHONE, SMARTPHONE, COMPUTER, PHONE CONNECTION, INTERNET CONNECTION , AUTHORIZED USER’S REFUSAL TO ACCEPT FSI’S POLICIES OR PROCEDURES OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
8.3 Limitation of Damages. FSI’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, THE WEBSITE, THE SUPPORT SERVICES, THE DOCUMENTATION, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID TO FSI BY SUBSCRIBER UNDER THIS AGREEMENT, PLUS THE TOTAL AMOUNT OF ANY FEES PAYABLE UNDER THIS AGREEMENT TO FSI BY SUBSCRIBER BUT UNPAID.
8.4 Exceptions. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 8.1 AND SECTION 8.2 SHALL NOT APPLY TO (I) THE FAILURE OF SUBSCRIBER TO MAKE PAYMENTS, (II) LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUBSCRIBER, (III) USE OF THE SERVICE, THE WEBSITE, AND/OR THE DOCUMENTATION OUTSIDE THE SCOPE OF THE APPLICABLE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT, (IV) LIABILITY RESULTING FROM SUBSCRIBER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR (V) SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.
9.1 Indemnification by FSI. Subject to Section
9.2 FSI will indemnify, defend, and hold harmless Subscriber and Authorized Users (each, a “ Subscriber Indemnitee ”) from and against any and all liabilities, settlement payments, awards, damages, losses, costs, and expense, including, but not limited to, reasonable legal fees (collectively, “ Losses ”) incurred by such Subscriber Indemnitees, in connection with any third-party claim, action, or proceeding (each, a “ Claim ”) only to the extent arising from, relating to, or alleging that the Service, Documentation or Website, infringes or misappropriates any patent, copyright, trade secret, or other intellectual property right of any third party.
9.2 Exceptions to FSI Indemnification Obligations. FSI shall not be obligated to indemnify, defend, or hold harmless the Subscriber Indemnitees hereunder to the extent: (i) the Loss arises from or is based upon use by Subscriber, or any Authorized User of:
(a) the Service, the Website, and/or the Documentation in a manner for which they were not authorized by this Agreement; or
(b) any unauthorized enhancements, modifications, alterations, or implementations of the Service, the Website and/or the Documentation; or (ii) the Claim arises from use of the Service in combination with unauthorized modules, apparatus, hardware, software, or other services; or (iii) the Claim arises from Subscriber’s use of the Service and/or the Data that violates this Agreement or any applicable law, rule, or regulation of any governmental authority or self-regulatory agency or authority.
9.3 Infringement Claims. In the event that FSI reasonably determines that the Service, the Website or the Documentation is likely to be the subject of an claim of infringement or misappropriation of third-party rights, FSI shall have the right (but not the obligation), at its own expense and option, to: (i) procure for Subscriber the right to continue to use the Service, the Website and/or the Documentation for the remainder of the then-current Term, (ii) replace the infringing components of the Service, the Website and/or the Documentation with other components with the same or similar functionality that are reasonably acceptable to Subscriber, or (iii) suitably modify the Service, the Website and/or the Documentation so that it is non-infringing and reasonably acceptable to Subscriber. If none of the foregoing options are available to FSI on commercially reasonable terms, FSI (a) may terminate this Agreement without further liability to Subscriber, and (b) shall refund to Subscriber an amount equal to a pro rata portion of any Fees prepaid by Subscriber hereunder as of the effective date of the termination. This Section 9.3 , together with the indemnity provided under Section 9.1 , states Subscriber’s sole and exclusive remedy, and FSI’s sole and exclusive liability, regarding infringement or misappropriation of any intellectual property rights of a third party.
9.4 Indemnification by Subscriber. Subscriber will indemnify, defend, and hold harmless FSI and its officers, directors, shareholders employees, and agents (each, a “ FSI Indemnitee ”) from and against any and all Losses incurred by such FSI Indemnitees in connection with any Claim to the extent arising from, or resulting from Subscriber, or any Authorized User’s violation of Section 2 or any breach or failure to comply with this Agreement . Nothing herein shall restrict the right of FSI to participate in a claim, action or proceeding through its own counsel and at FSI’s own expense.
10. MISCELLANEOUS PROVISIONS.
10.1 Usage of Analytics. FSI may use analytics to monitor, identify, and collect trend and usage statistics, including, without limitation, how often different features of the Service or the Website are used and Service or Website usage (collectively, “ Analytical Information ”). Such Analytical Information does not include any information that personally identifies the Subscriber or any Authorized User. Subscriber hereby agrees that FSI may collect such Analytical Information and use it in anonym, aggregated form to provide, operate, manage, maintain, and enhance the Service and the Website.
10.2 Information about services, promotions, etc. FSI may provide information about services, products, promotions, and other related information to Subscribers, in compliance withapplicable legal requirements.
10.2 Notices. 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 (“ Notices ”), which shall clearly be identifiable as Notices, the day of sending by email, SMS or text message. Billing-related notices to Subscriber will be addressed to the relevant billing contact designated by Subscriber.
10.3 Relationship of the Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other.
10.4 Assignment. Subscriber may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of FSI. Any assignment orother transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
10.5 Force Majeure. Except with respect to failure to pay any amount due under this Agreement, non-performance of either Party will be excused to the extent that performance isrendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party.
10.6 Choice of Law; Venue. This Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the laws of the Province of Ontario, without regard to principles of conflicts of law. Each of the Parties irrevocably and unconditionally submits and attorns to the exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity, arising from this Agreement.
10.7 Modification. Subscriber can review the most current version of the Terms of Service atany time at this page. FSI reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. Before we make any changes to the Agreement, we will give you at least thirty ( 30 ) days’ written notice by email or letter to the contact information that you have provided to us or by bill insert or posting the notice on our Website. If you continue to use the Service after thirty ( 30 ) days from the effective date indicated in the notice, the new service term will become effective. The process for the introduction of new Policies and amendments to existing Policies is different. New Policies are effective as of the day they are posted by FSI on the Website. Likewise, changes to existing Policies are effective as of the date that they are posted to the Website.
10.8 No Waiver. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
10.9 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.
10.10 Entire Agreement. This Agreement (including the Schedules referenced herein and/or available by hyperlink) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Agreement.