Terms & Conditions
Induct Technology Limited (the “Company”)
Registered Address: 6 Landsborough Avenue, Douglas, Co. Cork
Phone: +35319061903
Email: info@induct.ie
1
Definitions
“Company” means induct Access Technology whose registered place of business is at 6 Landsborough Avenue, Douglas, Co. Cork and is a limited liability company incorporated in Ireland and is a company that trades, provides its Goods and/or Services and operates its business under the name, Induct.
References to Induct Inc and/or “we” and/or “us” and/or “our” herein shall include and be deemed to include, amongst others, references to the Company and should the context so require, our subcontractors and permitted assigns as the case may be.
“Access Technology” and/or “Technology” means Induct’s access management technology which allows Authorised Users permissions controlled via traditional key cards and digital wallets. References to Technology may also refer to the Device or Goods associated with the Technology.
“Account” means the Customer’s Induct account which stores relevant Customer and payment information.
“Induct Partner(s)” means Induct’s commercial partners who install the Device at Customers’ designated locations.
“Agreement” means these Terms of Service (the “Terms”), our Privacy Policy, and all other operating rules, policies, and procedures that we may publish on the Induct Website.
“Customer” means the person, entity or company to whom these Terms and Service apply, and shall mean any person acting on behalf of and with the authority of such person, entity or company in any capacity and/or as employee under an end user licence agreement.
“Device” means the physical Induct door reader which facilitates seamless access in collaboration with Induct’s unique Access Technology.
“End User Licence Agreement” means the end user licence agreement entered into between the Company and the licensee.
“End User Service” means the provision of a remote access management system which allows customers to access real-time data on occupancy monitoring, historical trend analysis and space utilisation.
“Good(s)” means the installation Device in which the Service is operated.
“Installer Service” means the provision of installation services and ongoing remote maintenance to customers.
“Induct” means induct Technology Limited, a limited liability company registered in Ireland under company registration number 777992, which may be referred to as, “we” and “us”, doing business as Induct, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
“Services” means both the Installer Service and the End User Service.
“Website” means Induct’s website located at induct.ie, all subdomains of induct.ie , and all content, Services, and Goods provided by Induct at or through induct.ie and its subdomains.
“User” means an individual authorised by the Customer and “you” and “your” refer to the individual person, company, or organisation that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions.
“Authorised Users” means Users and the Customer personnel that Users authorise to access our Service.
“Subscription” is (a) an online order for the Service completed and submitted by the Customer through this Website and accepted by Induct or (b) another written agreement or purchase order for the Service accepted by both you and Induct. A subscription shall be valid if payment is up-to-date.
“Commencement Date” means (a) the date you open your Induct Account and purchase your Licence or (b) the date you agree to an agreement that is ultimately accepted by both you and Induct.
2
Formation of Contract
In these Terms of Service, references to the singular shall include the plural and vice versa. Any reference to a statute or statutory provision includes a reference to it as from time to time amended, extended, or re-enacted. The headings in the Terms and Conditions are inserted for convenience only and do not affect its construction or interpretation. The expressions “include”, “includes”, “including”, “in particular” and similar expressions shall be construed without limitation.
The Customer’s acceptance of and its continued and continuing acceptance of this Agreement is subject to the Terms of Service herein and it agrees, accepts, and acknowledges that it is signifying its agreement to be strictly bound by the Terms of Service. If the Customer does not read, or if it disagrees with any aspect of this Agreement and the Terms and Conditions, it should not enter into this Agreement with the Company. By entering into this Agreement, the Customer acknowledges that it has read, understood, and fully agrees to this Agreement and the Terms and Conditions and the Customer agrees to be strictly bound by the Terms and Conditions.
Each of the paragraphs of the Terms of Service operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
These Terms of Service shall form the basis of the contract between the Company and the Customer. Notwithstanding anything to the contrary in the Customer’s standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by a person authorised to sign on behalf of the Company.
No servant or agent of the Company has power to vary these conditions orally, or to make representations or promises about the condition of the Goods and/or Services, their fitness for any purpose or any other matter whatsoever.
3
Acceptance
The acceptance by the Customer of the End User Licence Agreement shall constitute acceptance by the Customer of these within Terms and Conditions.
The Company will provide the Services at the request of any representative of the Customer, unless otherwise instructed in writing by the Customer.
These general Terms and Conditions shall be subject to such further Special Conditions as may be prescribed in writing by the Company.
Where more than one Customer has entered into the Agreement, the Customers shall be jointly and severally liable for all payments of the Price.
Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Company.
In the event of any conflict, or apparent conflict, between the Special Conditions and these general Terms and Conditions, the Special Conditions shall prevail.
These Terms and Conditions supersede all previous terms and conditions issued by the Company.
4
Changes to Terms of Service
Please note that our Terms of Service are available for review at any time at www.induct.ie We advise the Customer to check our Terms of Service on an ongoing and regular basis, to familiarise itself with our Terms of Service (as amended from time to time) and to ensure that the Customer at all times makes itself aware of any amendments, modifications and alterations that the Company makes to its Terms and Conditions.
The Company may modify, amend, change, or terminate any of the Terms and Conditions offered and referred to herein and throughout at any time and without notice and without any liability to the Customer or any third party.
5
Limitation of Liability
The Company will not be liable to the Customer or any third party for any damage, injury, or loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from:
use, disclosure, or display of your Customer Data, save as required or determined by a statutory agency.
Your use or inability to use the Service.
Any modification, price change, suspension, interruption, cessation of transmission, or discontinuance of the Service.
The Service generally or the software or systems that make the Service available.
Unauthorised access to or alterations of your transmissions or data.
Statements or conduct of any third party on the Service.
Any other user interactions that you input or receive through your use of the Service.
Hacking, tampering, or other unauthorised access or use of the Service or your account(s) or the information contained therein.
Errors, mistakes, or inaccuracies of data.
Personal injury or property damage, of any nature whatsoever, resulting from your and authorised users’ access to and use of the Service or support.
Any other matter relating to the Service.
The Company’s liability is limited to whether or not they have been notified of the possibility of such damages, and even if a remedy described in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
These limitations will not apply to damages arising out of a party’s failure to comply with its confidentiality obligations, indemnification obligations, or payment obligations to the Company. Except for their respective indemnity and confidentiality obligations, in no event will either party, their affiliates, directors, employees, or licensors be liable to the other party or any authorised user for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the fees you paid to the Company or its Affiliates.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the non-breaching party has been advised of the possibility of such damage. The above limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
6
Payment
Pricing: Unless the parties agree otherwise in a separately executed written agreement for a Payment Plan, all fees including taxes for the Service (“Fees”) will be initially based on the pricing published at the Website or directly to the Customer as of the Commencement Date for the Initial Period. In order to maintain the quality of the Service, pricing may automatically increase by the greater of 3% or CPI to adjust for inflation, which can increase the cost of improving and maintaining the Service. All or certain of the Fees may be calculated on the basis of the number of users in your organisation, number of synchronized repositories, number of executed workflows and automations, and duration of data retention.
Authorisation for payment: By entering into this Agreement, you agree to give Induct permission to charge you monthly for continued use of Induct’s Access Technology. As indicated in a Subscription, Induct may charge your account at the time of purchase and charge your account monthly in advance.
Responsibility for payment: You agree that you are authorised to use the payment method you entered when creating an Account. You must keep all information in your billing account current. You can access and modify your billing account information through the Website and may change your payment method at any time. If you notify Induct to stop using your previously designated payment method and fail to designate an alternative, Induct may immediately suspend use and access to the Service. Any notice from you changing your billing account will not affect charges Induct submits to your billing account before Induct reasonably could act on your request.
Billing schedule; no refunds: Payments for all accounts registered to pay via credit card are due the date the invoice is posted on your account. Payments for all accounts registered to pay via check, wire transfer, or Automated Clearing House (ACH) are due within 30 days of the invoice date unless otherwise agreed-to by the parties in writing. If any payment is not made when due, Induct may immediately suspend use and access to the Service. All prepayments, if any, for the Service (monthly, yearly, or otherwise) will be deemed fully earned upon payment and are non-refundable.
Missed payments: Any amount not paid when due will bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by Induct to collect any amount not paid when due, you will pay or reimburse Induct’s costs of collection (including, without limitation, any legal fees and court costs).
Pricing changes: Except for automatic increases to adjust for inflation pursuant to Section 6.1, Induct will notify you in advance, either through the Service or by email pursuant to this clause, if Induct changes Fees that would apply to you in a Renewal Period. If you do not agree to these changes, you must give notice of your intent to not renew the Agreement for such Renewal Period and stop using the Service on or before the effective date of termination. If you fail to give notice of non-renewal, your payment information on file will be charged according to the new Fees thereafter.
Cancellation: If you terminate this Agreement early or if it’s terminated early by Induct pursuant to Clause 7, you will not be obligated to pay the Fees following the effective date of termination. In all other cases, and regardless of whether you and your Authorised Users access or use the Service at the levels reflected in the Subscription or otherwise, you are responsible for paying all Fees through expiration of the Service.
7
Cancellation and Termination
Account Cancellation
It is your responsibility to properly cancel your account with Induct. You can cancel your account at any time by going into your account settings.
Upon Cancellation
Any and all rights granted to you with respect to the Service and Technology, and any and all rights granted to Induct with respect to your data except as written in Section 11.2, will terminate on the effective date of termination. You agree return to Induct any and all Confidential Information of Induct in your possession or control. Induct will have no obligation to provide the Service to you or Authorised Users after the effective date of the termination. You will pay Induct any amounts payable for your and Authorised User’s use of the Service through the effective date of the termination, together with all other amounts due, and ths obligation will survive the expiration or earlier termination of this Agreement.
Induct may terminate this Agreement immediately upon notice to you if you breach any provisions in the Agreement, in order to comply with applicable laws or regulations, or if you default in the timely payment of any amounts due to Induct
8
Service Commitment and Support
Excluding scheduled maintenance windows, Induct will use commercially reasonable efforts to maintain 99% availability of the hosted portion of the Service for each month during the term of this Agreement. The Service will be deemed “available” so long as Authorised Users are able to use the Access Technology.
Induct will provide in-product and email support (“Support”). Although no response times are guaranteed, Induct will use commercially reasonable efforts to respond to such support requests within 48 hours. Induct may delegate the performance of certain portions of the Support to third parties, but will remain responsible to you for delivery. In the event any Support is not performed with reasonable skill, care, and diligence, Induct will re-perform the Support to the extent necessary to correct the defective performance, and you acknowledge that re-performance will be your sole and exclusive remedy for any defective performance.
You acknowledge that your and each Authorised User’s access and use of the Service are subject to Induct’s Privacy Policy which is incorporated into this Agreement by reference. Induct may delegate the performance of certain portions of the Service to third parties, but will remain responsible to you for delivery. Induct may in its discretion modify, enhance, or otherwise change the Service.
9
Warranties and Indemnities by Customer
The Customer hereby represents warrants and undertakes to the Company that:
all information, representations and statements of fact given or made orally or in writing by or on behalf of the Customer to the Company, its Affiliates, servants or agents, in the course of the negotiation prior to the acceptance of the End User Licence Agreement and the conclusion of the Agreement was when given, has remained and will remain up to the termination of this Agreement, true, complete and accurate.
full disclosure has been made by the Customer to the Company of all information, representations and statements, including specifications, material for the provision of Services.
the Customer agrees to notify the Company immediately of any alteration in the material, information, representations and statements of fact made by the Customer to the Company at any time.
The Customer hereby agrees and undertakes to indemnify and keep indemnified the Company against all loss and damage whatsoever, including, but not limited to any award of damages or compensation, fine or other order made by any court or tribunal in favour of any third party together with all costs and expenses (including all legal costs and expenses) arising from breach of the representations and warranties and, without prejudice to the generality of the foregoing, arising from any incorrect, incomplete, unlawful, untrue or misleading materials, information and/or representations and/or statements of fact made by the Customer at or prior to entering into this Agreement.
The Company may on occasion provide certain information and/or advice to the Customer in advance of it entering into this Agreement. Without prejudice to the foregoing and except as expressly set out in this Agreement, all warranties, whether express or implied relating to the provision by the Company of Goods under this Agreement are excluded to the fullest extent permitted by law.
The Customer agrees to defend, indemnify and hold the Company and (as applicable) its officers, directors, employees, agents, subcontractors, subsidiaries, affiliates and any of its third party service providers or other representatives harmless against any and all claims demands, losses, expenses, damages and costs, including legal costs, howeverso arising, resulting from any violation or breach by the Customer of this Agreement and the Terms and Conditions or any claims made by or liabilities to any third party.
10
Warranties and Indemnities by Induct
For Goods that are not produced by the Company, the applicable warranty for which the Customer can rely on, will be the one currently offered by the manufacturer of those Goods. The Company will not be liable for any terms, conditions, representations, or warranties beyond those provided by the manufacturer.
As far as the law allows, the Company does not provide any warranty regarding the quality or suitability of the Goods or Services for any particular purpose, and any implied warranties are expressly disclaimed. The Company will not be liable for any loss or damage for the Services, the Goods, or caused by the Goods, in any manner.
11
Representations
This section states Induct’s entire liability and your exclusive remedies for infringement under these Terms of Service. You hereby represent and warrant to Induct that you have the authority to enter into and perform this Agreement, and that performance of the Agreement’s obligations and exercise of its rights do not and will not violate any applicable laws, regulations, or orders.
You hereby represent, warrant, and covenant that:
You or your licensors own all right, title, and interest in and to Customer Data
You have all rights to Customer Data necessary to grant the rights contemplated by this Agreement
You have obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by you in connection with the Service or will obtain such approvals prior to such use.
Induct hereby represents, warrants, and covenants to you, if under a Subscription, that:
The Service and Technology as delivered to you and used in accordance with this Agreement will not infringe on any intellectual property right or other right of any other person or entity
induct has all rights in the Service and Technology necessary to grant the rights contemplated by this Agreement
You agree to defend, indemnify, and hold harmless Induct and its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys’ fees) arising out of or related to:
Your or Authorised Users’ use of and access to the Service
Your or an Authorised User’s violation of any term of this Agreement
Your or an Authorised User’s violation of any third-party right, including without limitation any right of privacy, publicity rights, or intellectual property rights
Your or an Authorised User’s violation of any law, rule, or regulation
Any claim or damages that arise as a result of any Customer Data
Any other party’s access and use of the Service with provided identifier(s) and password(s).
Induct agrees to defend, indemnify, and hold harmless you, if under a valid Subscription, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys’ fees) arising out of or related to:
Induct’s breach of any representation, warranty, or obligation in this Agreement
Induct’s violation of any law, rule, or regulation.
In addition, if the Service or Technology becomes the subject of a claim of infringement of a copyright or patent, Induct will indemnify you, if under a valid Subscription, against such claim provided that you give Induct prompt written notice of the claim, allow Induct to direct the defence and settlement of the claim, and cooperate with Induct as necessary, at Induct’s expense, for defence and settlement of the claim.
If the Service or Technology become, or, in Induct’s opinion is likely to become, the subject of such a claim, Induct will have the right to obtain for you the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted here to such Service or Technology with refund to you of any fees paid for such Service and Technology (less a reasonable charge for the period during which you have had available to it the use of such Service and Technology).
Induct will have no liability for any infringement claim to the extent it:
Is based on modification of the Service or Technology other than by Induct
Results from failure of you to use any updated version of Service or Technology provided by Induct to you
Is based on the combination or use of the Service or Technology with any other software, program, or device not provided by Induct if such infringement would not have arisen but for such use or combination
Results from compliance by Induct with designs, plans, or specifications furnished by you
Results from your operation of the Service or Technology in a manner that is inconsistent with its intended use.
Except as expressly provided in this agreement, the services, technology, support, and all other items provided in connection therewith are provided on an “as is” basis without warranties of any kind, either express or implied. Induct disclaims all warranties, express or implied, arising by law or otherwise, with respect to any error, defect, deficiency, infringement, or noncompliance in the services, technology, support, or any other items provided by, through, or on behalf of Induct under this agreement (including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement and any implied warranty arising from course of performance, course of dealing, or usage of trade).
12
Privacy Policy
The Company respects and protects its Customers’ right to privacy in relation to their interactions with the Company. The Company has adopted the Privacy Policy to safeguard its Customers’ personal information and to protect its confidentiality. Any information which is provided by Customers to the Company will be treated in accordance with the terms of the Data Protection Acts 1988/2003/2018, GDPR 2016/679 and/or such amending or replacement legislation as may be adopted in Ireland from time to time.
In the event Customer information outside of Ireland, the Company will adhere to relevant national legislation to the extent applicable to the Company.
13
Force Majeure
The Company shall not be liable for any default due to any act of God, war, terrorism, inability to secure labour or materials/supplies, strike, lock-out, industrial action, plant breakdown, fire, flood, drought, storm or other event beyond its reasonable control and in such event the Company shall be entitled to treat the Agreement as being at an end.
14
Intellectual Property
The Goods, Service and Technology constitute or otherwise involve valuable intellectual property rights of Induct, and Induct will own all right, title, and interest in and to the above. No title to or ownership of the Service or Technology, or any intellectual property rights associated therewith, is transferred to you, any Authorised User, or any third party under this Agreement. These Terms describe the entirety of your limited rights to access and use the Service and Agents and to make the Service and Agents available to Authorised Users. Except with respect to certain of the Agents, in no event will you be entitled to access or review any object code or source code. Induct reserves all rights to the Service and Technology not otherwise expressly granted herein.
15
Dispute Resolution
In this Agreement where any issue or dispute arises between the Parties, the Parties shall endeavour to meet, on notice to the other of the dispute in being (the “Escalation Process”). The Parties shall seek to resolve the dispute amicably during the Escalation Process. Within 7 days of notifying the other of the dispute, the complainant party shall submit a statement setting out its issues and concerns and evidencing same where applicable. The respondent party shall reply within 7 days of the complainant’s submission. The Parties shall meet within the 14 days respondent’s submission seeking to resolve the dispute;
In the event of a failure to reach a resolution during the Escalation Process above, the Parties shall seek to resolve the matter in an expedited mediation, which shall be completed within 3 months of the termination or expiry of the Escalation Process.
the expert mediator is to be appointed by the parties jointly, or, if they cannot or do not agree on the appointment, appointed by the President (or other acting senior officer for the time being) of the Law Society of Ireland on the request of either Party.
a person so appointed is to act as an expert mediator and not as an arbitrator.
the expert so appointed is required to afford the Joint Venturers the opportunity to make representations to him and permit each party to make submissions on the representations of the other.
the fees and expenses of the expert including the cost of his nomination are to be borne equally by the parties who (unless they otherwise agree) must bear their own costs with respect to the determination of the issue by the expert.
In the event of a failure to reach an agreement under 14.1 or 14.2, a Party may refer the case to a binding Arbitration, by requesting the Law Society of Ireland to appoint an arbitrator to adjudicate the dispute.
For the avoidance of doubt, the arbitration will be governed by law.
16
Assignment
Induct may assign or delegate these Terms of Service and/or the Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent.
You may not delegate, assign, or transfer this Agreement or any of its rights and obligations under this Agreement, and any attempt to do so will be void.
17
Jurisdiction
This Agreement and the Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland and without prejudice to Clause 30, the Parties submit to the exclusive jurisdiction of the Irish Courts.
18
Customs
In connection with this Agreement, you will comply with all applicable import, re-import, export, and re-export control laws and regulations. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service, including the transfer and processing of Customer Data.
19
WEEE – Waste Electrical and Electronic Equipment
Induct is committed to meeting the requirements of the European Union (Waste Electrical and Electronic Equipment) Regulations 2014 (the “WEEE”). These Regulations require producers of electrical and electronic equipment to finance the takeback of WEEE resulting from products that we place on the Irish and other relevant markets. This helps us to ensure that WEEE is reused or recycled safely. In line with that commitment Induct will take back WEEE from you. Please contact us for details.
You also have a role to play in ensuring that WEEE is reused and recycled safely. So, if you choose not to return WEEE to us then you should not dispose of it in your bin. The crossed out wheeled-bin symbol on the product reminds users not to dispose of WEEE in the bin. You should ensure that the WEEE is collected separately and sent for proper treatment. WEEE contains hazardous substances and if not managed and treated safely it can cause pollution and damage human health.
20
General
The Terms and Conditions govern this Agreement.
No variation to this Agreement shall be binding on the Company unless agreed in writing between the Customer and an authorised representative of the Company, provided however that the Company, on notification to the Customer, is entitled to make changes to this Agreement, which have no material adverse effect on the Customer.
The employees, agents and sub-contractors of the Company are not authorised to make any representation concerning the subject matter of this Agreement unless confirmed by the Company in writing. On entering into this Agreement, the Customer acknowledges that it does not rely on any representations and waives any claim for breach of any such representations, which are not so confirmed. The onus is on the Customer to verify the accuracy and/or appropriateness of such advice and to accept or reject accordingly. The Company accepts no liability whatsoever for any representation given by its employees, agents and/or sub-contractors.
Unless otherwise agreed in writing, this Agreement cancels and supersedes all or any previous agreements between the Customer and the Company unless the parties agree in writing that an additional contract is required without prejudice to the original agreement.
No right or remedy herein conferred upon or reserved to the Company is exclusive to any other right or remedy herein or by law or by equity provided or permitted.
The Customer hereby waives all and any future claims and rights of set-off against any payments due hereunder and agrees to pay the charges of the Company regardless of any equity, set off or cross claim on the part of the Customer against the Company.
No forbearance, indulgence or relaxation on the part of the Company shown or granted to the Customer in respect of any of the provisions of this Agreement shall in any way affect, diminish, restrict or prejudice the rights or powers of the Company under this Agreement or operate as or be deemed to be a waiver of any breach of this Agreement.
The Company may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any manner with all or any of its rights or obligations under this Agreement.
All notices, request, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made
if given or made by letter, two (2) business days after the relevant letter has been despatched by registered mail, postage prepaid;
if delivered by hand, at the time of delivery or
if given or made by email, or other electronic means of delivery, when transmitted and full transmission has been separately notified by telephone by the transmitting party.
Any waiver of any provision of the Terms and Conditions must be in writing signed by the Company to be valid. Any waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of any provision in the future. If any court of competent jurisdiction finds any provision of the Terms and Conditions to be void or unenforceable for any reason, then such provision shall be ineffective to the extent of the court’s finding effecting the validity and enforceability of any remaining provision.
If at any time any one or more of the provisions of this Agreement is or becomes invalid, illegal, or unenforceable in any respect under any law or regulation, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining provisions or the effectiveness of any of the remaining provisions of this Agreement under such law. If any provision of this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.
This Agreement (as defined above) constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and except as expressly provided, supersedes all prior representations, writings, negotiations, or understandings with respect to that subject matter.
No person who is not a party to this order shall have the right to enforce any term of these Terms and Conditions.