Axle IT Terms of Service

These Terms of Service (the "Terms") apply to and govern the use of Axle IT's SaaS platform that provides users with advanced price tracking, competitive analysis and brand protection tools that allow the user to better maintain their competitive position and brand reputation (the "Service"). These Terms shall apply to any demonstration or trial period and any subsequent subscription period for the use of the Service.

The Terms

1.	Your relationship with us
	1.1.	These Terms are a binding agreement between the individual or entity identified during registration to the Service for any use of the Service ("you" or "your"), and Axle IT LLC., a Connecticut corporation with its principal place of business in Darien, CT ("Axle", "we", "us", "our" or the "Company").
	1.2.	In case of an entity, the individual signing-up to the Service for the entity confirms that they have the proper authority to legally bind the entity to these Terms. They also confirm they agree on behalf of that entity, to be contractually bound by these Terms.
	1.3.	You must ensure that your employees, consultants and agents that you designate to use and deal with the Service for your benefit fully comply with these Terms. You are liable to us for all acts or omissions of those that use and deal with the Service for your benefit, as though you yourself had performed those acts or omissions.

2.	Definitions
	2.1.	"Dashboard" means the Company's dashboard consisting of a web-based interface through which you may access and use the functionality and features of the Service.
	2.2.	"Feedback" means information or content concerning enhancements, changes or additions to the Service that you request, desire or suggest.
	2.3.	"Fees" means the applicable service fees, as set forth in section 9.1.
	2.4.	"Output Data" means the various reports, analytics, and other types of information and data that the Service may generate, provide or make available to you through the Dashboard.
	2.5.	"Software" means the Company's proprietary software in any form and related documentation delivered to or downloaded by you for use with the Service. The term "Software" also includes any updates, upgrades or other new features, functionality or enhancements to the Software provided to you by Company or its agents or otherwise.
	2.6.	"Term" means the period of these Terms as specified in section 11 below.
	2.7.	"Your Data" means data about your system settings and usage, your products and pricing information, and alerts created by you and any historical, transactional, or usage data you retrieve from any point of sale system, or any other third party platform that you have been authorized to integration with the Service.

3.

Interpretation. As used herein, the term "including", means including, but not limited to, and without limitation, to the generality of the preceding phrase. All examples in the Terms and all "i.e." and "such as" notations, indicate an illustration, by way of example only, of the preceding phrase, without limiting its generality.

4.	Usage. Subject to these Terms, the completion of your registration and your payment of any applicable Fees, you may, during the Term, access and use the Service, including the Dashboard and Output Data generated for you on the Dashboard, strictly for your internal business purposes.

5.	Registration and user account
	5.1.	You must be registered in order to use the Service. In order to apply for registration, you must complete our online registration form in which we will indicate the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to register. You must provide true, accurate and complete information.
	5.2.	Login to the Dashboard is authenticated with a password, which you should periodically change. You must maintain the confidentiality of your account login details and may not share these credentials with a third party.

6.	Data
	6.1.	You are solely and exclusively responsible: (i) for all actions you take in response to your usage of the Service including any decisions you make in connection with any pricing decisions you make; (ii) to thoroughly review the Dashboard frequently, check for any alerts or warnings issued by the Service, address the findings specified in the Dashboard and determine what actions are appropriate in light thereof; and (iii) to carry out such actions as you deem appropriate as a result of your usage of the Service.
	6.2.	We are not responsible or liable for your reliance upon, or use of, the Service, your actions in connection with the Service, or any consequences resulting therefrom.
	6.3.	You acknowledge and agree that we will process, handle and use personally identifiable information (also known as ‘personal data') in accordance with our Privacy Policy, a copy of which is available here https://www.axleit.com/privacy
	6.4.	You acknowledge and agree that we will process, handle and use (by ourselves or using trusted third-party service providers such as cloud service providers) Your Data and Feedback as follows:
		6.4.1. We will use Your Data and Feedback to provide the Service to you, conduct administrative and technical activities necessary to maintain and provide the Service and to improve and customize the Service; 6.4.2. We will use Your Data and Feedback to bill and collect Fees, enforce these Terms and take any action in any case of dispute, or legal proceeding of any kind involving you with respect to the Service; 6.4.3. We will use Your Data and Feedback to prevent fraud, misappropriation, infringements, and other illegal activities and misuse of the Service; 6.4.4. We may use and share the Feedback in order to provide the Service to you and other customers, to enhance the Service, to develop new products and services, for research and testing and for any other purpose we determine. You will not be entitled to any remuneration from us, for our use of such Feedback; and 6.4.5. If we are required, or reasonably believe we are required, by law, to share or disclose Your Data, or if such sharing or disclosure is required pursuant to a subpoena, order, or decree, issued by a competent judicial or administrative authority, provided that, to the extent legally permitted, we will endeavor to give you prompt notice of the requirement prior to such disclosure, to allow you, at your cost and expense, to intervene and protect its interests in Your Data.
		Subject to the foregoing, we will take precautions to maintain the confidentiality of Your Data, in a manner no less protective than we use to protect our own similar assets, but in no event less than reasonable care. We will not use or disclose Your Data except as described above or otherwise subject to your express, prior, written permission. Our personnel, staff, advisors and consultants will access Your Data on a strict 'need to know' basis, subject to the terms herein.
	6.6.	We may delete Your Data from the Service, upon termination of these Terms. You are responsible for maintaining back-up copies of Your Data. The Service does not provide, and is not intended as a data back-up service.
	6.7.	We may store and process Your Data outside of the European Economic Area and outside your home country.
	6.8.	To the extent that Your Data is subject to legal protection (such as trade secrets or privacy), then you are responsible to, and shall, obtain and maintain valid consents and permissions, as may be necessary under applicable law, in order to allow us to lawfully collect, handle, retain, process and use the Your Data in the manners and for the purposes set forth in these Terms.

7.	Cookies
	7.1.	You acknowledge and agree that in order for the Service to work properly it will use Cookies when interacting with your hardware in accordance with our Cookie Policy, a copy of which is available here https://www.axleit.com/cookies.

8.	Confidentiality
	8.1.	You acknowledge that these Terms, any agreement to which these Terms are incorporated, the Service, including any past, current and future releases of the Service's Dashboard, Software, features, architecture, layout, implementation and interfaces, but excluding Your Data, any correspondence regarding the Service, including but not limited to promotional emails and emails regarding new product features, constitute valuable proprietary confidential information of the Company ("Confidential Information"), and that unauthorized disclosure of such Confidential Information is prohibited and could cause irreparable harm to the Company.
	8.2.	Regardless of the source or manner by which you were provided the Confidential Information, you must hold such Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that you use to prevent the unauthorized dissemination or publication of your own confidential information. You may use this Confidential Information only for the purpose of utilizing the Service as permitted hereunder and except as explicitly otherwise provided herein, you may not disclose Confidential Information to any third party, including but not limited to any of your affiliates or any other corporate entities which you may now control or establish in the future, or demonstrate or present Confidential Information provided to you as part of the Service, without the Company's prior written consent.
	8.3.	The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on your part; (ii) you can demonstrate in your prior established records to have had rightfully in your possession prior to disclosure of the same by the Company; (iii) you can demonstrate by written records that you had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) the Company has provided its prior written approval for disclosure; or (v) you are required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, you provide the Company notice of the requested disclosure as soon as practicable, to allow the Company, if it so chooses, to seek an appropriate protective or preventive order.

9.	Fees
	9.1.	In consideration for provision of the Service to you, you will pay us, subscription Fees, in accordance with the subscription plan, amounts and subscription cycle you subscribe to.
	9.2.	Changes you make in your subscription plan will take effect in the same subscription cycle unless otherwise agreed to by us.
	9.3.	All Fees are quoted in US Dollars, unless expressly stated otherwise. Fees are payable by wire transfer or major credit cards. We may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. By using one or more payment methods to pay the Fees, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Service. We may require additional information from you before completing payment transactions.
	9.4.	You must keep the billing information you provided to us upon registration current, complete, and accurate, and notify us promptly in case of any change in your billing information.
	9.5.	We will charge you for the applicable subscription Fees at the beginning of each subscription cycle. By registering to the Service, you give your consent to purchasing a subscription to the Service, in accordance with the plan you have subscribed to, and to being billed for the applicable Fees, in addition to any applicable taxes (such as sales tax and any other applicable tax), and any surcharges or commissions charged by the payment processor or your selected payment method.
	9.6.	All your payment obligations are non-cancelable and all amounts paid in connection with the Service are non-refundable. If you terminate your account and subscription, you are not entitled to any refund (pro-rata or otherwise), for any Fees you have paid for the terminated subscription during that subscription cycle. You are responsible for paying all Fees applicable to your subscription to the Service, whether or not you actively used, accessed or otherwise benefited from the Service.
	9.7.	Payment methods are processed and handled through relevant third-party payment processors. Payment methods are therefore subject not only to these Terms, but also the terms and conditions of these third parties pursuant to your contractual relations with them. You acknowledge that the third parties processing any of the payment methods may charge you commission on their end of the transaction. We are not responsible for such commission, which is strictly within your contractual relations with the relevant payment processor.
	9.8.	Fees that we are unable to charge through the payment method you provided is deemed an overdue Fee. Failure to settle any overdue Fee within thirty (30) calendar days of its original due date will constitute a material breach of these Terms. Without derogating from any other rights and remedies available to us under applicable law, overdue Fees will accrue interest at the rate of one percent (1%) per month or part thereof, cumulative monthly on the total amount due from the due date until the date of actual payment. You will reimburse us for all legal costs and attorney fees we incur in the course of collecting your overdue Fees.
	9.9.	We may modify, adapt, improve, or enhance the Service, or any of its features, user interface, design or any other aspect related to it, without being obligated to provide you notice thereof. If we enhance the Service to include new or additional features or capabilities, we reserve the right to amend these Terms or the applicable Fees, and obtain your consent to such amendments. If you do not agree to the amendments in their entirety, we reserve the right to terminate these Terms at the end of the subscription cycle pursuant to Section 11 below.

10.	Restrictions
	10.1.	Except as relevant law may otherwise require to be permitted, you may not modify, copy, make derivative works of, disassemble, de-compile or reverse engineer any part of the Service, attempt to discover its underlying code, structure, implementation or algorithms, or misappropriate any feature of the Service.
	10.2.	You may not use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.
	10.3.	You may not offer the Service to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Service or any part thereof.
	10.4.	You may not perform or attempt to perform any of the following in connection with the Service:
		10.4.1. Breaching the security of the Service, identifying, probing or scanning any security vulnerabilities in the Service, 10.4.2. Accessing data not intended for you, or accessing an account you are not authorized to access; 10.4.3. Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Service; 10.4.4. Working around any technical limitations in the Service; 10.4.5. Using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service; 10.4.6. Collecting or processing information or data about the Service's subscribers; or 10.4.7. Sending any virus, worm, Trojan horse or other malicious or harmful code or attachment. 10.4.8. Using robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service. 10.4.9. Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.
	10.5.	YOU MAY NOT USE THE SERVICE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW.
	10.6.	WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE, AS WELL AS MISUSE OF THE SERVICE. WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT ON AND ACCESS TO THE SERVICE, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE SERVICE.

11.	Term and Termination
	11.1.	These Terms commence when you register to the Service, and terminate upon the termination, cancellation or expiration of your subscription to the Service.
	11.2.	Your subscription will automatically renew unless you affirmatively request to cancel the subscription prior to your renewal date by contacting Axle IT at support@axleit.com.
	11.3.	Company may terminate these Terms and your access to the Service at any time with or without cause and without prior notice.
	11.4.	In addition to the foregoing, either party may terminate these Terms:
		11.4.1. In the event of a breach of these Terms by the other party, where the breach remains uncured for fifteen (15) days following written notice thereof from the non-breaching party to the breaching party, but if a breach is of a nature that cannot be cured, then the non-breaching party may terminate the terms immediately upon notice to the other party; 11.4.2. If the terminating party is required to do so by law; 11.4.3. If the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which proceedings are not dismissed within sixty (60) days of their commencement, makes an assignment for the benefit of creditors, or takes or is subject to any such other comparable action in any relevant jurisdiction.
	11.5.	Immediately upon termination of these Terms:
		11.5.1. We may terminate your account on the Service and delete Your Data stored in our systems; 11.5.2. You must cease any and all use of the Service; 11.5.3. We will charge you for all then-outstanding Fees (if any) incurred in your final subscription cycle;

12.	Survival
	12.1.	The provisions of Sections 8 (Confidentiality), 10 (Restrictions), 13.2, 13.3, and 13.4 (Disclaimer of Warranty and Limitation of Liability), 15 (Intellectual Property), 16 (Indemnity), 17 (Governing Law and Venue), and 23 (No Waiver), and any other terms and conditions which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement.

13.	Service quality; Service modifications; Disclaimer of Warranty and Limitation of Liability
	13.1.	We will endeavor to have the Service operate properly. However, as a service that relies on back-end software and third-party networks and continuous internet connectivity, we do not guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions, or malfunctions. If we receive notice of any failure or malfunction, or if we become aware of them by ourselves, we will attempt to regain the Service's availability as soon as practicable. However, such incidents will not be considered a breach of these Terms.
	13.2.	TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, YOUR INDEMNITY OBLIGATIONS HEREIN OR INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS, NEITHER YOU NOR THE COMPANY, INCLUDING THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION, WITH THESE TERMS, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, ANY RELIANCE UPON THE SERVICE OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS, YOUR INDEMNITY OBLIGATIONS HEREIN OR LIABILITY ARISING FROM FAILURE TO PAY THE FEES DUE, THE TOTAL AND AGGREGATE LIABILITY EACH PARTY (INCLUDING THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF), FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICE, SHALL BE LIMITED TO THE TOTAL FEES PAYABLE TO US FOR THE SUBSCRIPTION CYCLE IN WHICH THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM OCCURRED.
	13.3.	ALTHOUGH WE USE SKILL AND EFFORTS TO DEVELOP THE SERVICE AND HAVE THE SERVICE PROVIDE ACCURATE, RELIABLE, EFFECTIVE AND ACTIONABLE DATA ON THE DASHBOARD, WE DO NOT GUARANTEE, MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTY ABOUT THE RELIABILITY, EFFECTIVENESS, ACCURACY OR COMPLETENESS OF THE SERVICE, THE EXPECTED BUSINESS RESULTS, OUTCOMES OR ANY OTHER OPERATIONAL BENEFITS FROM UTILIZING THE SERVICE.
	13.4.	THE SERVICE IS PROVIDED TO YOU "AS IS". WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE.

14.	Support and maintenance
	14.1.	During the Term, we, either directly or with the assistance of third parties, will provide you technical support for technical questions, problems, and inquiries regarding the Service, during our business days and hours, and pursuant to the support scheme, hours and channels separately conveyed to you.
	14.2.	We will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, we –
		14.2.1. May decline to provide such support for matters that we deem, at our sole discretion, to require unreasonable time, effort, costs or expenses; 14.2.2. Make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry.
	14.3.	For the purpose of our provision of technical support for your technical questions, problems and inquiries, you will cooperate, and work closely with us, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as we reasonably request.

15.	Intellectual Property.
	15.1.	The Service is a proprietary offering of the Company, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is made available for use and access during a trial period or through a subscription, and is not sold or licensed.
	15.2.	Except for your limited access to use the Service according to these Terms, these Terms do not grant you or assign to you, any license, right, title, or interest in or to the Service or the intellectual property rights associated with it. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, are and will remain at all times, owned by, or licensed, to the Company.
	15.3.	The Service may use third party open source software. To the extent so stipulated by the license that governs each Third Party Software each such Third Party Software is licensed directly from its respective licensors and is subject to its respective Third Party license, not to these Terms. If, and to the extent, a Third Party license requires that these Terms effectively impose, grant or incorporate by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, granted, or incorporated by reference into these Terms, as required, and shall supersede any conflicting provision of these Terms, solely with respect to the corresponding Third Party Software which is governed by such Third Party license.
	15.4.	Unless you notify us otherwise in writing, we may identify you as a customer and indicate you as a customer and user of the Service, on our website and in other online or offline marketing materials and press releases. We acknowledge that your company name and logo are protected by intellectual property rights. You grant us a worldwide, non-exclusive, non-transferable, royalty-free and free of charge, license, to use your name, logo, and website URL, on our website and in other online or offline marketing materials relating to the Service. We will use this content strictly in accordance with any usage guidelines you provide us an advance notice of.

16.	Indemnity
	16.1.	You agree to indemnify and hold harmless us and our directors, officers, employees, and subcontractors, upon our request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney's fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with your breach of any provision or representation in these Terms.
	16.2.	If we seek indemnification from you, we will provide you with (i) prompt written notice of any indemnifiable claim; (ii) all reasonable assistance and cooperation in the defense of such indemnifiable claim and any related settlement negotiations, at your expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that we may settle or reach compromise on any such claim without your consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on you. We will have the right to participate, our own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of our own selection.

17.	Governing Law and Venue
	17.1.	Regardless of your jurisdiction of incorporation, the jurisdiction where you engage in business, or where you access the Service from, these Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than New York.
	17.2.	Any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, shall be submitted to the sole and exclusive jurisdiction of the Federal District Court in the Southern District of New York. Subject to the following sentence, you and us, each hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens.
	17.3.	Notwithstanding the foregoing, we may also lodge a claim against you: (a) pursuant to the indemnity clause above, in any court adjudicating a third party claim against us; and (b) for interim, emergency or injunctive relief in any other court having general jurisdiction over you.
	17.4.	In the event any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, the prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

18.	Assignment.
	18.1.	You may not assign these Terms without our prior written consent. Any purported assignment without our prior written consent is void. To the greatest extent permissible by law, we may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities, performances and obligations hereunder, and we are released therefrom.

19.	Third-Party Access
	19.1.	The user may not provide, facilitate or allow any third party integration with, or access to, the Service or Axle IT's Dashboard or Software without the written authorization of the Company.

20.	Relationship of the parties. The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.

21.

Subcontracting. We may subcontract or delegate the performance of our obligations under these Terms, or the provision of the Service (or any part thereof), to any third party of our choosing, provided however, that we remain liable to you for the performance of our obligations under these Terms. You acknowledge and agree that the technical means by which we provide the Service is at our sole discretion.

22.

Complete Terms and Severability. These Terms constitute the entire and complete agreement between you and us concerning the subject matter herein. These Terms supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. These Terms may be modified or amended only in writing, signed by the duly authorized representatives of both parties.

23.

No waiver. Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions of these Terms. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.