Addressing Online Policies in Contracts

Customer is on notice of Provider’s DMCA Policy and privacy policy, and Customer recognizes that such policies are not part of this Agreement and that this Agreement does not restrict Provider’s rights to revise them. • • • Customer shall comply with Provider’s acceptable use policy (“AUP”), posted at __________, as such policy may change from time […]

Unilateral Amendment

Provider may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Provider written notice of rejection of the amendment. In case […]

Amendment

This Agreement may not be modified except in a written agreement executed by authorized representatives of both parties.

Entire Agreement

This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. • • • The terms of purchase orders, payment documents, or similar documents Customer submits to Provider will not amend […]

Injunction

The parties agree that: (a) no adequate remedy exists at law if Provider breaches Section _______; (b) no adequate remedy exists at law if Customer breaches Section ________; (c) it would be difficult to determine the damages resulting from the breaches described above in this Section __, and any such breach would cause irreparable harm […]

Construction

The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

Execution in Counterparts

This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.

Conflicts among Attachments

In case of conflict with the main body of this Agreement, a Statement of Work or Addendum will govern, but only with respect to the subject matter of such Statement of Work or Addendum. • • • In case of conflict with an attachment to this Agreement, this main body of this Agreement will govern. No Order […]

Bankruptcy Rights

The rights and licenses granted to Customer in Sections __ (Software License) and __ (Escrow Materials License) of this Agreement (the “License Provisions”) are licenses to “intellectual property” rights, as defined in Section 365(n) of the United States Bankruptcy Code (11 U.S.C. Sections 101, et seq.). If Vendor is subject to any proceeding under the United States […]

No Waiver

Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.