This Online Services Agreement (the “Agreement”) is a legally binding contract between WASBER INDUSTRIES LLC d/b/a OPTIMATION®, 704 NW Mock Street, Blue Springs, MO 64015, USA (the “Service Provider”) and the individual or entity that has assented to this Agreement (“you” or “your”). This Agreement governs your access and use of any of Service Provider’s online services that you access, pay for, or use, as updated, revised and/or modified by Service Provider from time to time.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. SERVICE PROVIDER IS WILLING TO PROVIDE YOU WITH ACCESS TO THE SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY YOU MAY NOT ACCESS OR USE THE SERVICES.
YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU (OR ANY OTHER INDIVIDUAL ASSOCIATED WITH YOU) MAY NOT USE OR ACCESS ANY COMPONENT OF THE SERVICES PROVIDED BY SERVICE PROVIDER. BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SERVICES, YOU CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SERVICES.
1. DEFINITIONS:
The following terms used in this Agreement shall have the meanings as specified:
A. The term “Services” shall mean Service Provider’s online nesting software, including all programs, modules, interfaces, and any related manuals, documentation, or supporting materials, which you may access and use.
B. The term “Admin Account” shall mean your primary online account for accessing and using the Services. Your Admin Account will be used to manage all access and use of the Services by you or by other individuals to which you have assigned User Accounts, as defined below.
C. The term “User Account” shall mean an individual online account associated with your Admin Account and authorized to access and use the Services. Each User Account can be utilized by a specific individual in your employ to access and use the Services. Through your Admin Account, you can create as many User Accounts as necessary, with each User Account being assigned to a specific individual in your employ. You hereby agree that all individuals that have been or will be assigned a User Account have read and agree to be bound by the terms and conditions of this Agreement.
D. The term “Log-in Credentials” shall mean the username and password associated with your Admin Account (or with a User Account) for authenticating access and use of the Services.
2. GRANT OF ACCESS AND USE: Subject to the terms and conditions of this Agreement, Service Provider hereby grants you a limited, non-exclusive, and non-transferrable right to access and use the Services for your own internal, business purposes. Such access and use of the Services are being made available only to you, i.e., the person or entity entering into this Agreement and that rightfully accesses the Services, including any additional individuals in your employ that have been assigned a User Account. Additional terms of this Agreement, as described below, also apply.
2. GRANT OF ACCESS AND USE: Subject to the terms and conditions of this Agreement, Service Provider hereby grants you a limited, non-exclusive, and non-transferrable right to access and use the Services for your own internal, business purposes. Such access and use of the Services are being made available only to you, i.e., the person or entity entering into this Agreement and that rightfully accesses the Services, including any additional individuals in your employ that have been assigned a User Account. Additional terms of this Agreement, as described below, also apply.
3. ACESSING THE SERVICES: The Services may be accessed by you or by an individual in your employ, via an Admin Account or a User Account, respectively. You may create an Admin Account upon your initial access of the Services. To access the Services, your computer must have a web browser and an Internet connection that meets or exceeds the system requirements specified at our Help Page:
Upon initially accessing the Services, you will be required to create Log-in Credentials for your Admin Account usable to authenticate your access to the Services. In addition, you will be required to provide certain “Personal Information,” which may include your personal name, business entity name, email address, and/or physical address. Such Personal Information will be retained by Service Provider to associate you with your Admin Account. In addition to the Personal Information, you will be required to enter “Payment information,” which may be in the form of credit card information, for payment of the fees required to use the Services, as discussed in more detail in Section 6 below. You understand and agree that you are required to register a valid credit card in order to activate your Admin Account and to use the Services. Upon creating your Admin Account, you can create one or more User Accounts to be used by individuals in your employ to use and access the Services. To create the User Accounts, you will be required to enter certain Personal Information for each of the individuals that will be assigned to a User Account. Such Personal Information may include a name and email address of each individual. Upon creating a User Account, you may create Log-in Credentials for the User Account. Thereafter, the individual associated with the User Account can use the Services by entering such Log-in Credentials when accessing the Services. Via the Admin Account, you can create, modify, and delete User Accounts as may be necessary. For example, you may create or delete User Accounts as individuals are added to or leave your employ. Furthermore, you may re-assign the Admin Account to another individual in your employ should circumstances requiring such re-assignment. You hereby agree that all individuals that have been or will be assigned a User Account or an Admin Account have read and agree to be bound by the terms and conditions of this Agreement, with such agreement evidenced, for instance, by continued access and use of the Services.
4. USING THE SERVICES: Upon creating your Admin Account, you or individuals associated with a User Account, as may be applicable, can access and use the Services to generate and obtain “Nesting Files,” which are machine language files that can be run by your manufacturing machines to manufacture parts according to the nested layout pattern specified in the Nesting File. To generate a Nesting File via the Services, you will be required input “Order Information,” which is information related to your manufacturing machines and the parts you intend to manufacture with such machines. In particular, the Order Information may include “Setup Information,” which is information related to your machines (e.g., machine parameters) and raw-materials (e.g., raw material specifications). In addition, the Order Information may include “Parts Information,” which is information related to the individual parts (e.g., part dimensions and specifications) that are to be included in the Nesting File. In some cases, the Parts Information may be provided in the manner of one or more CAD file uploads. Currently, the Services provides for CAD files to be uploaded in DXF and IGES format. Upon entering the Order Information, the Services will generate a recommended Nesting File, which is representative of an efficiently nested layout of the parts defined in your Parts Information. You will be permitted to review and approve the recommended Nesting File. Upon approving the recommended Nesting File, you will be permitted to download (in exchange for one Credit or other payment as described below in Section 6) the Nesting File in a machine language file format (e.g., .nc file format), which can be run by the manufacturing machine defined in your Setup Information, so as to create the parts defined in your Parts Information. As explicitly provided in Section 12.C, under no circumstances will Service Provider be responsible or liable for any loss or damages caused by mis-entry, mistake, or misapplication of Order Information into the Services.
5. SUPPORT SERVICES: Service Provider shall support, maintain, and update the Services (hereinafter “Support Services”) during your use and access of the Services.
The following are examples of Support Services provided by Service Provider
A. Updates to the Services may be made periodically. Any such Updates shall be immediately made available to you once such updates take effect and you access the Services.
C. Service Provider agrees to provide reasonable assistance to you in your operational use of the Services. This assistance includes:
(i) Online help forum assistance may be provided during your use of the Services. You may access Service Provider’s help forum by visiting www.optimationhelppage.com and logging-on to the help forum using your Admin Account (or User Account) Log-in Credentials. Such forum assistance includes general assistance in accessing and using the Services. This does not include custom or feature work, which would be at Service Provider’s sole discretion and billed separately.
(ii) Email assistance may also be provided during your use of the Services. You may email Service Provider for assistance at:
Service Provider will attempt to respond to all email inquiries within one (1) business day. Such email assistance includes general assistance in accessing and using the Services. This does not include custom or feature work, which would be at Service Provider’s sole discretion and billed separately.
(iii) On-Site visit(s) may be provided only when no other practical alternative exists, as determined in Service Provider’s sole discretion. On-Site visit(s) will be billed to you at Service Provider’s normal rate, which will be quoted to you prior to any On-Site visit.
(iv) Such above-described Support Services do not include situations such as data corruption caused by you, or accidental deletion of data and subsequent requests of you for Service Provider to recreate or repair data files. This type of service will be performed at Service Provider’s discretion and scheduling, and at Service Provider’s then-normal rate.
6. PAYMENT TERMS:
A. Payment terms for using the Services are generally defined on a “Credit” basis. Your Admin Account will have a balance of Credits that you can exchange to download Nesting Files generated by the Services. Specifically, you are permitted to download one Nesting File, via either your Admin Account or any of the User Accounts associated with your Admin Account, in exchange for one Credit you have available in your Admin Account. If you do not have any available Credits in your Admin Account, the credit card you have registered with your Admin Account will be charged for any Nesting File downloaded by you (via your Admin Account or any associated User Account). The Services allows for you to obtain Credits by subscribing to the Services on a monthly basis (“Monthly Subscription”), in which case the balance of Credits in your Admin Account will be refreshed at the beginning of each month. The Services provides for different levels of Monthly Subscriptions, with each level providing for a different amount of Credits (“Monthly-Credit Amount”) to be provided to your account each month. Please choose the Monthly Subscription level that is appropriate for you.
i. Monthly Subscription. You can purchase a Monthly Subscription for accessing and using the Services. A Monthly Subscription may be purchased by selecting the monthly subscription option offered via the Services. Your first Monthly Subscription Term will begin on the day you sign up for the Services and will extend for a one (1) month period. Your Monthly Subscription will automatically renew for an additional Monthly Subscription Term (i.e., an additional one (1) month period) unless you choose to cancel your Monthly Subscription by contacting us, as provided below in Section 7. Your Payment Information will be processed, via Service Provider’s third-party payment processor, on the last day of each Monthly Subscription Term, as a recurring payment. As previously noted, you must provide Payment Information, in the form of a valid credit card number, to be associated with your Admin Account. At the beginning of each Monthly Subscription Term, the balance of Credits in your Admin Account will be refreshed with your selected Monthly-Credit Amount. For example, if you sign up for the Services on May 1, your Admin Account will be loaded with a Monthly-Credit Amount of Credits on May 1. Your Admin Account will be refreshed with the Monthly-Credit Amount of Credits one (1) month later, i.e., on June 1, 2016. As an additional example, if you sign up for the Services on May 31 (i.e., the last day of May), your Admin Account will be loaded with a Monthly-Credit Amount of Credits on May 31. Your Admin Account will be refreshed with the Monthly-Credit Amount of Credits one (1) month later, i.e., on June 30 (i.e., the last day of June). It should be understood that your Admin Account will be refreshed with the Monthly-Credit Amount of Credits each new Monthly Subscription Term, such that any remaining Credits for the previous Monthly Subscription Term will not carry over. As long as your Admin Account has a positive balance of Credits, you can download (via your Admin Account or any associated User Account) one Nesting File in exchange for one Credit that is available in your Admin Account. Should you use all of the Credits that were associated with your Admin Account for a given Monthly Subscription Term, your credit card will be charged for each additional Nesting File download you make via your Admin Account or any associated User Accounts, as provided below in Section 6.A(ii).
ii. Individual Nesting File Downloads. You can download Nesting Files even if you do not have a Monthly Subscription or if you have used all of the Credits available in your Admin Account. Each time you download a Nesting File in such cases, you will be charged via your credit card, which you registered with your Admin Account. The credit card payment will be processed as a single-payment transaction via Service Provider’s third-party payment processor.
B. Payment for services outside the scope of Maintenance Support, such as described in Section 5.C.(iii-iv) above, is due upon receipt of invoice. Failure to pay in accordance with the above schedule may terminate your Admin Account and this Agreement, as provided in Section 7.
C. Unless otherwise agreed, you agree to pay all federal and state sales taxes or duties, if any, attributable to Services.
7. TERM AND TERMINATION:
A. This Agreement shall be in force for as long as you have a valid Admin Account for accessing and using the Services. For Monthly Subscriptions, the term of this Agreement shall continue for as long as you maintain a Monthly Subscription to the Services, with such Monthly Subscription being acknowledged by your payment of the requisite fees for the applicable monthly term and/or by your continued use and access of the Services.
B. Your Admin Account and this Agreement may be terminated as follows:
i. For use an access of the Service pursuant to a Monthly Subscription, notwithstanding the above, either you or Service Provider shall have the right not to renew your Monthly Subscription, to cancel your Admin Account (including any associated User Accounts), and to terminate this Agreement by providing the other Party with notice of its intent not to renew the Monthly Subscription at least fifteen (15) days prior to the expiration of the then-current Monthly Subscription Term. For termination by Service Provider, the Service provider shall attempt to provide you notice of such termination via the electronic communications specified in Section 15 below. For termination by you, you shall contact Service Provider at Service Provider’s email address also provided in Section 15.
ii. For use and access of the Service other than pursuant to a Monthly Subscription, notwithstanding the above, either you or Service Provider shall have the right to cancel your Admin Account (including any associated User Accounts) and terminate this Agreement at any time. For termination by Service Provider, the Service provider shall attempt to provide you notice of such termination via the electronic communications specified in Section 15 below. For termination by you, you shall contact Service Provider at Service Provider’s email address also provided in Section 15.
C. In addition to the termination rights provided above in Section 7.B, Service Provider shall have the right to cancel your Admin Account (including any associated User Accounts) and terminate this Agreement if (i) any fee has not been timely paid, or (ii) you fail materially to comply with the terms and conditions of this Agreement.
D. You understand and agree that upon cancellation of your Admin Account and/or termination of this Agreement, or otherwise upon non-payment of any required fee, the Services will become inaccessible by your Admin Account and by associated User Accounts. In such instances, the Services may not be made re-accessible unless all required fees are paid and Service Provider chooses not to enact its right to cancel your Admin Account and terminate this Agreement.
8. NON-TRANSFERABILITY: The right to access and use the Services granted herein is personal to you and any individuals to which you have assigned User Accounts. As such, you, and any such individuals, hereby agree not to sell, lease, assign, transfer or otherwise deliver or make available access to and use of the Services, including any part thereof, to an individual, association, corporation or other entity, whether or not acting in association or in concert with you; provided, however, that notwithstanding the non-assignable, non-transferable character of the rights granted to you, upon prior written notice to the Service Provider, you may assign your right to access and use the Services to any corporation to which you sell substantially all of your assets, so long as such transferee agrees in writing to abide by the terms and conditions of this Agreement.
9. NON-DISCLOSURE:
A. You hereby acknowledge and agree that the Services constitute and contain valuable proprietary products and trade secrets of Service Provider, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, you agree to treat the Services as confidential in accordance with the confidentiality requirements set forth herein. You, including any of your employees, agents and representatives shall not disclose the Services or any portion thereof or any related materials to, or make the Services or any portion thereof or any related materials furnished by the Service Provider, available to any person, firm, corporation or other entity except in accordance with the terms of this Agreement, or otherwise make use of the Services in a manner not expressly permitted under this Agreement.
B. You agree to keep confidential all information and data related to the Services, and any other confidential information and data, disclosed to you by Service Provider in accordance herewith, and to protect the confidentiality thereof in the same manner as you protect the confidentiality of similar information and data of your own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that you shall not have any such obligation with respect to disclosure to others of such information and data as can be established to: (1) have been known publicly; (2) have been known generally in the industry before communication by Service Provider to you; (3) have become known publicly, without fault on your part, subsequent to disclosure by Service Provider; (4) have been known otherwise by you before communication by Service Provider; or (5) have been received by you without any obligation of confidentiality from a source (other than Service Provider) lawfully having possession of such information and data.
C. You acknowledge that the unauthorized use, transfer or disclosure of information and data related to the Services will: (1) substantially diminish the value to Service Provider of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render Service Provider’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. As such, Service Provider shall be entitled, in addition to any other available remedies or damages, to an immediate injunction, without bond, from any court of competent jurisdiction, enjoining and restraining you and any other persons or entities acting for or with you from any violation or threatened violation of this Section 9.
10. PROPRIETARY PROPERTY: You acknowledge that the Services, in any form provided by Service Provider, is the sole property of Service Provider, and no right, title, or interest to the Services or any parts thereof is transferred to the you. You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Services or output generated by the Services. Furthermore, you agree not to modify, reverse engineer, disassemble, or decompile the Services, or any portion thereof.
11. CUSTOMER DATA: “Customer Data” means all electronic data, content, and information submitted to Service Provider by you (or by individuals associated with User Accounts) during your use of the Services. For example, Customer Data may include the Personal Information provided to Service Provider when creating your Admin Account or associated User Accounts, the Order Information you provide to generate Nesting Files, and Payment Information you provide for payment of the Services. As provided below, during your use of the Services, Customer Data (with the exception of your Payment Information) may be stored by Service Provider. Service Provider will strive to follow generally accepted industry standards to protect all Customer Data submitted to it. Nevertheless, you understands, and hereby agree, that no method of electronic storage is 100% secure. Therefore, while Service Provider strives to use commercially acceptable means to protect Customer Data, Service Provider does not guarantee its absolute security. Under no circumstances will Service Provider be responsible or liable for any loss or damages caused by a third party’s unauthorized access to or use of Customer Data. If you have any specific questions about Service Provider’s data security, please contact Service at Service Provider’s email address provided in Section 15.
i. Personal Information. As provided in Section 3 above, Service Provider may gather personally-identifying information about you (or individuals associated with User Accounts) when such information is voluntarily provided, such as when you establish an Admin Account or User Accounts to access and use the Services. Service Provider will not sell, rent, or lease such Personal Information to third parties without your explicit consent.
ii. Order Information. As provided in Section 4 above, Order Information may be collected during your use of the Services for purposes of creating Nesting Files. Service Provider may store such Order Information as necessary for operation of the Services and otherwise for record keeping purposes. Service Provider will not disclose to any third parties any information included in the Order Information that may be used to identify you, your parts, your order quantities, your equipment, and/or your raw materials. However, “Performance Data” related to your Order Information may be used by Service Provider for research and analysis purposes or as part of Service Provider’s maintenance, administration, and improvement of the Services. Such Performance Data may include nesting efficiency information, scrap efficiency information, and the like. Service Provider may also share Performance Data with third parties, such as affiliates, technology partners, or business partners. However, when sharing such Performance Data with third parties, Service Provider will refer only to aggregate data, and not to specific information that may identify you, your parts, your order quantities, your equipment, and/or your raw materials.
iii. Payment Information. Payment Information, which may be the form of credit card information, will be stored, if at all, by third-party payment processor vendors of Service Provider. Such third-party payment processors will abide by all PCI-DSS compliance requirements necessary for storing and processing such Payment Information.
12. LIMITATION OF LIABILITY:
A. Limitations on Support Services. All of Service Provider’s obligations with respect to Support Services shall be contingent on your use of the Services in accordance with this Agreement and in accordance with Service Provider’s instructions as may be provided by Service Provider in associated instructions or documentation, as such instructions may be amended, supplemented, or modified by Service Provider from time to time. Service Provider shall have no obligations with respect to any failures of the Services or of resulting Nesting Files which are the result of your (or those individuals to which you have assigned User Accounts) mistakes, accidents, abuses, or misapplications.
B. Disclaimer of Warranties. SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES AND ANY RELATED DOCUMENTATION WILL BE ERROR FREE. THE SUPPORT SERVICES STATED IN SECTION 5 ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY SERVICE PROVIDER. THERE ARE NO OTHER WARRANTIES RESPECTING THE SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SERVICE PROVIDER HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF SERVICE PROVIDER IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF SERVICE PROVIDER AS SET FORTH HEREIN.
C. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH SERVICE PROVIDER IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY SERVICE PROVIDER OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SERVICES. ACCORDINGLY, YOU AGREE THAT SERVICE PROVIDER SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SERVICES. Any provision herein to the contrary notwithstanding, the maximum liability of Service Provider to any person, firm or corporation whatsoever arising out of or in the connection with any access or use of any Services provided to you hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Service Provider by you for your access and use of the Services. The essential purpose of this provision is to limit the potential liability of Service Provider arising out of this Agreement. The Parties acknowledge that the limitations set forth in this Section 12 are integral to the amount of consideration levied in connection with your access and use of the Services hereunder and that, were Service Provider to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
13. INDEMNIFICATION:
A. Service Provider shall indemnify, hold harmless and defend you against any action brought against you to the extent that such action is based on a claim that the Services, when used in accordance with this Agreement, infringes a United States copyright, patent, trade secret, or other intellectual property, and Service Provider shall pay all costs, settlements and damages finally awarded; provided, that you promptly notify Service Provider in writing of any claim, give Service Provider sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If the Services are finally adjudged to so infringe, or in Service Provider’s opinion is likely to become the subject of such a claim, Service Provider shall, at its option, either: (1) procure for you the right to continue using the Services (2) modify or replace the Services to make it non-infringing, or (3) refund the fee paid by you for the Services. Service Provider shall have no liability regarding any claim arising out of: (a) use of the Services in combination with non-Service Provider software, data or equipment if the infringement was caused by such use or combination, (b) any modification or derivation of the Services not specifically authorized in writing by Service Provider or (c) use of third-party software. THE FOREGOING STATES THE ENTIRE LIABILITY OF SERVICE PROVIDER AND THE EXCLUSIVE REMEDY FOR YOU RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY PROPRIETARY RIGHT BY THE SERVICES.
B. Except for the foregoing infringement claims, you shall indemnify and hold harmless Service Provider, its officers, agents and employees from and against any claims, demands, or causes of action whatsoever caused by, or arising out of, or resulting from, the access and use of the Services by you, your subsidiaries or officers, employees, agents or representatives including without limitation any claims, demands, or causes of action arising on account of your unauthorized use or modification of the Services.
14. SURVIVAL: All provisions of this Agreement which must survive in order to give effect to its meaning, including Sections 9, 10, 12, and 13, will survive termination of this Agreement.
15. NOTICES: You consent to Service Provider providing you in electronic form any information or notices that Service Provider may be required to send to you or that may pertain to the Services. Service Provider may provide such information to you: (1) via e-mail at the e-mail address(es) you designated to Service Provider; (2) via access of the Service Provider website that will generally be designated in advance for such purpose; or (3) in the course of your use of the Services including, without limitation, via a screen or page within the Services or via a link from within the Services to a web page containing such information. To contact Service Provider, please use the following email address:
16. JURISDICTION AND DISPUTES:
A. This Agreement shall be governed by the laws of Missouri.
B. All disputes hereunder shall be resolved in the applicable state or federal courts of Missouri. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
17. AGREEMENT BINDING ON SUCCESSORS: This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
18. WAIVER: No waiver by either Party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
19. SEVERABILITY: If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
20. Force Majeure: Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
21. INTEGRATION: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing assented to by the Parties hereto. This Agreement shall take precedence over any other documents that may be in conflict therewith.