WebSite Service Access Agreement

       

This Website Service Access Agreement (this “Agreement”) is between CCN Software Group. LLC (“CCN”) and the entity on whose behalf the User (defined below) accepting this Agreement is affiliated with (either in an employment or contractor capacity or otherwise), and is effective as of the date User accepts the terms and conditions of this Agreement by clicking the “I ACCEPT” button below or otherwise accessing and using the Services (defined below) (the “Effective Date”).

This Agreement governs Customer’s and User’s use and access of CCN’s proprietary web portal based color management system available at the www.ccncolor.com and www.colorpower.ccncolor.com websites (each and collectively, the “Site”), which are owned and operated by CCN. Use and access of the Site and Services provided in connection therewith is expressly conditioned upon acceptance of and compliance with this Agreement.

  1. 1.DEFINITIONS 

Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by or is under common control with such party.

Claim” means any claim, demand, suit, action, allegation, or any other proceeding.

Customer” shall mean, with respect to each physical location where the Services are accessed and used, the entity that has enrolled with the Service and caused User to receive a User ID and password.

Customer Data” means any data, information, data or materials submitted by Customer or its Users in connection with the Services.

Documentation” means the published user manuals, specifications and other materials (whether in print or electronic form) for the Services that have been provided by CCN to Customer or Users hereunder.

Intellectual Property” means: (i) works of authorship, including without limitation computer programs, algorithms, routines, source code and executable code; (ii) inventions (whether or not patentable), improvements, and ideas; (iii) proprietary and confidential information (including Confidential Information of the parties); (iv) databases, data compilations, and data collections; and (v) any word, name, symbol, or device or any combination thereof, used to identify and distinguish goods or services from another source.

Intellectual Property Rights” means any and all worldwide copyrights, patents, trade secrets, trademarks, trade names, service marks, and logos, and any other rights in Intellectual Property existing now or in the future, any and all applications and registrations therefor, and all improvements, modifications and derivative works in and to any of the foregoing.

Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any court or tribunal of competent jurisdiction.

Loss” or “Losses” means all losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs, fees or expenses of whatever kind, including, but not limited to, reasonable attorneys’ fees, professional fees, the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Service” means CCN’s proprietary web portal based color control management system as made available by CCN on the Site, including all updates and upgrades thereto generally made available by CCN to its customers.

Subscription Fees” means those fees for the Services as set forth in a subscription form or other ordering document executed by CCN and Customer.

User” means, as applicable, an individual employee or contractor (or any of its employees) performing services in connection with Customer’s operations, in all cases who are authorized by Customer to use and who do use the Services on a physical location-by-location basis.

  1. 2.SUBSCRIPTION TO SERVICES 
    1. 2.1Access Grant. Subject to the terms and conditions of this Agreement, including but not limited to the payment of Subscription Fees in accordance with this Agreement, CCN grants the number of Users for whom Subscription Fees have been paid a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use the Services in accordance with the Documentation solely for Customer’s internal printing operations, and only in conjunction with operations at the physical location referenced by the address of building, suite, street, city, state, postal zip code, and country provided on the subscription form. 
    2. 2.2User IDs. Each User will be assigned a unique user identification name and password for access to and use of the Services (“User ID”).  Customer shall be responsible for ensuring the security and confidentiality of all User IDs, and shall be responsible for all activity that occurs in Customer’s account and any other account associated with any User ID.  Any transactions completed under Customer’s User ID accounts will be deemed to have been lawfully completed by Customer.  Customer shall ensure that the Services are used only by individual Users for whom Subscription Fees have been paid.  Customer will protect and safeguard all User IDs from unauthorized use or disclosure. Customer shall not attempt to extract, copy, scrape or otherwise attempt to obtain data or information about other customers or users of the Service. 
    3. 2.3Updates.  CCN may make available to Customer any updates, upgrades, or other modifications and enhancements to the Services when made generally available to other CCN customers.  
    4. 2.4Downloadable Content. CCN may make available, from time to time, certain data, text, graphics, or software that may be downloaded by Users through a particular download functionality available through the Services (“Downloadable Content”). Users may download and use such Downloadable Content, but only for use solely in connection with work performed by Users in connection with the Service in compliance with the access granted in Section 2.1. 
  2. 3.USE guidelines 
    1. 3.1Use Restrictions.  In no event shall Customer: (i) copy, transfer, modify, translate, or create derivative works based on any of the Services; (ii) disable or circumvent any of the security mechanisms provided with or embedded in any of the Services or any module thereof; (iii) send to CCN or cause to be sent to CCN any software, viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying trade secrets ideas or algorithms of any of the Services; (v)  tamper with other customer accounts of CCN or its Affiliates; (vi) attempt to gain unauthorized access to the Services or its related systems or networks; (vii) create “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services; (viii) lease, distribute, license, sell or otherwise commercially exploit any of the Services or make the Services available to a third party other than as contemplated in this Agreement, including but not limited to using the Services for timesharing, service bureau or other similar purposes; (ix) conceal or remove any title, trademark, copyright, proprietary or restricted rights notice contained in the Services or any components or modules thereof, including any Downloadable Content; or (x) permit anyone else, including but not limited to Users, to engage, directly or indirectly, in any of the activities described in the foregoing subparts (i) through (ix).  Customer shall promptly disclose to CCN any violation of the provisions of this Section 3.1. 
    2. 3.2Customer Data Restrictions.  Customer shall not, and shall cause all Users not to, send to CCN or otherwise use any Customer Data in connection with this Agreement that is illegal, immoral, obscene, threatening, libelous, is otherwise unlawful or tortious, is otherwise protected by any Intellectual Property Right of any third party, or for which it does not own or has not procured sufficient license, right, consent and permission to copy, disclose, store, transmit, or otherwise use as contemplated by this Agreement.  Customer shall be solely responsible for ensuring that it obtains all consents, authorizations and clearances for any and all Customer Data that is owned or controlled by third parties that Customer copies, discloses, stores, transmits, or otherwise uses in connection with the Services. 
    3. 3.3No Source Code.  Customer acknowledges that its rights under this Agreement do not include any rights whatsoever to source code.  
    4. 3.4Necessary Equipment.  Other than as may be provided by CCN in its discretion, Customer shall be solely responsible, at Customer’s expense, for acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Services.  In addition, Customer shall comply with the then-current minimum hardware, equipment and infrastructure requirements as may be specified from CCN from time to time, which may be revised by CCN at its sole discretion from time to time without notice to or the consent of Customer.  Customer acknowledges and agrees that CCN is not obligated to provide any anti-virus services, and Customer shall be solely responsible for ensuring that Customer’s environments are virus-free. Unless otherwise mutually agreed by Customer and CCN in writing, Customer shall be solely responsible for Customer’s own backup and disaster recovery services and equipment.   
    5. 3.5Additional Customer Responsibilities.  In connection with accessing and using the Services, Customer is responsible for the following: (i) determining whether the Service will achieve the results Customer desires; and (ii) evaluating and verifying the processes and/or results of the Services before applying them to planned-deliverable production print products. 
    6. 3.6Remedies upon Breach.  In the event of Customer’s material breach of, or breach of a material obligation under, this Section 3, CCN reserves the right to suspend immediately use and access to the Services until the breach is corrected to CCN’s satisfaction. 
  3. 4.Fees and Payment 
    1. 4.1Subscription Fees. In consideration for the access granted in Section 2.1, Customer shall pay to CCN the Subscription Fees when due.  CCN may modify the Subscription Fees upon 90 days’ written notice. Customer may increase the number of authorized Users that may access and use the Services, subject to the payment of any additional Subscription Fees attributable thereto.  
    2. 4.2Suspension.  CCN may suspend Customer’s access to all or any of the Services if Customer is 45 days past due on any Subscription Fees payable under this Agreement. If Customer’s account has been suspended for nonpayment, such account (and Customer’s access to the Services) will not be reactivated until the balance due on Customer’s account has been paid in full or sufficient arrangements for payment acceptable to CCN in its sole discretion have been made.  Notwithstanding the foregoing, Subscription Fees will continue to accrue during suspension, and suspension of Customer’s account will not relieve Customer of its obligation to pay any amounts outstanding.  
    3. 4.3Invoicing & Payment.  Unless otherwise provided in a subscription form, Customer shall pay all Subscription Fees under this Agreement monthly in advance.  Any payment of Subscription Fees past the applicable payment date will be subject to late fees equal to the lesser of (i) one percent per month or (ii) the maximum rate permitted by applicable Law, until paid in full.  CCN shall have the right, in its sole discretion, in addition to any other rights and remedies provided in this Agreement or otherwise, to terminate this Agreement if any Subscription Fees remain outstanding for more than 30 days.  Customer’s financial obligation to pay unpaid balances of Fees shall survive the expiration or termination of this Agreement, and continue until the balance is paid in full.  Customer’s obligation to pay the Fees in accordance with this Agreement shall not be delayed or excused during any dispute related to this Agreement. 
    4. 4.4Taxes.  Customer shall be responsible for all sales, use, value added, withholding or other taxes or duties arising under or otherwise in connection with this Agreement, other than CCN’s income taxes.  If CCN pays any such taxes on Customer’s behalf, Customer shall promptly, but in no event more than 10 days after CCN’s invoice to Customer, reimburse CCN for such payment.   
    5. 4.5Billing and Contact Information.  Customer shall maintain and keep current complete and accurate billing and contact information with CCN during the Term and thereafter for so long as any payment obligations hereunder exist. 
  4. 5.TERM AND TERMINATION  
    1. 5.1Term. The initial term of this Agreement begins on the Effective Date and will continue until one year thereafter (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for additional one-year terms (each, a “Renewal Term”), unless either party provides written notice 90 days prior to the Initial Term or the then-current Renewal Term of its intent not to renew this Agreement. The Initial Term and each Renewal Term are collectively referred to as the “Term.” 
    2. 5.2Termination. CCN has the right, with or without notice to Customer, to immediately terminate this Agreement or suspend or restrict access to the Service for Customer (or Users) for any unauthorized use or abuse of the Service or the Site by Customer or User, or otherwise. CCN may terminate this Agreement for any reason by providing Customer a 90 days’ notice, which may be sent via email. Customer may terminate this Agreement for any reason at any time by providing notice to any executive of CCN and sent by any bona fide executive of the Customer’s Company defined on the subscription form, or by terminating Customer’s account through the Services. 
    3. 5.3Effect of Termination.  Upon expiration or termination of this Agreement for any reason: (i) any amounts owed to CCN under this Agreement will be immediately due and payable; (ii) all licenses granted in this Agreement will immediately terminate unless otherwise expressly provided in this Agreement; (iii) each party will return to the other, or purge from its electronic or other storage facilities or records, all Confidential Information of the other Party in its possession or control; provided, however, that CCN may retain any Customer Confidential Information for backup purposes or that CCN is required by Law or by the rules or regulations of any governmental, quasi-governmental or self-regulatory agency to retain; (iv) all Customer access to the Services shall immediately terminate; and (v) CCN will have no obligation to maintain any Customer Data stored on behalf of Customer or to forward any Customer Data to any third party.  CCN may, but is not obligated to, delete all archived data in its data centers and servers related to the Customer account, but will not do so until 30 days following expiration or termination of this Agreement. 
    4. 5.4Refunds.  Any refunds of Subscription Fees under this Agreement will be made in accordance with CCN’s Refund Policy, available at Refund Policy
       
    5. 5.5Survival.  The following provisions shall survive the termination or expiration of this Agreement: 1, 3.1 through 3.5, 4.1, 4.3, 4.4, 5.3, 5.5, and 6 through 12. 
  5. 6.INTELLECTUAL PROPERTY 
    1. 6.1Reservation of Rights.  CCN (and its licensors) shall have sole and exclusive ownership of all right, title and interest in and to the Service, the Site, and all Downloadable Content, and all releases, modifications, enhancements, customizations and derivative works thereof (including, without limitation, ownership of all Intellectual Property and Intellectual Property Rights therein). 
    2. 6.2License to Customer Data.  Customer hereby grants to CCN a worldwide, royalty-free, transferable and sublicensable license to all Customer Data in order for CCN to offer the Services to Customer and its Users and otherwise perform its obligations under this Agreement.  
  6. 7.CONFIDENTIALITY  
    1. 7.1Definition.  “Confidential Information” means any confidential or proprietary information of the disclosing party that is either marked as being “Confidential” or “Proprietary” or under the circumstances of disclosure should reasonably be considered as confidential or proprietary.  The Services are the Confidential Information of CCN.  Each party’s obligations with respect to Confidential Information in this Agreement will not apply to information that (i) is lawfully in or enters the public domain without breach of this Agreement through no fault of the receiving party, (ii) the receiving party was lawfully in possession of without any obligation of confidentiality or nondisclosure prior to receiving it from the disclosing party, (iii) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the disclosing party’s Confidential Information, or (iv) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. 
    2. 7.2Obligations.  The Confidential Information of each party is the property of that party, and the receiving party obtains no right, title, interest, or license in or to the Confidential Information of the disclosing party.  Each party shall: (i) hold in strict confidence all Confidential Information of the other party; (ii) use such Confidential Information only to perform or to exercise its rights under this Agreement; and (iii) not transfer, display, convey or otherwise disclose or make available such Confidential Information to any person or entity except to the directors, officers, employees, agents, contractors, accountants, auditors and legal and financial advisors of such party who need to know such Confidential Information, who are under confidentiality obligations substantially similar as those set forth hereunder, and whose handling and treatment of the Confidential Information in accordance with this Agreement is such party’s full responsibility.  Each party will use at least the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but each party shall use at least reasonable care.  The receiving party may disclose the Confidential Information of the disclosing party in response to a valid court order, Law, rule, regulation, or other governmental action provided that (x) the disclosing party is notified in writing prior to disclosure of the information and given reasonable opportunity to obtain a protective order, and (y) the receiving party assists the disclosing party, at the disclosing party’s expense, in any attempt to limit or prevent the disclosure of the Confidential Information. 
    3. 7.3Injunctive Relief. User acknowledges and agrees that Customer’s or a User’s breach of Section 7 would likely cause irreparable injury to CCN and that CCN’s remedy at Law for any such breach would be inadequate. Accordingly, User agrees that, in addition to any other remedies provided for herein or otherwise available at Law, temporary and permanent injunctive relief and other equitable relief may be granted in any action, suit or proceeding brought by CCN to enforce the provisions of Section 7 without the necessity of proof of actual damage.  
  7. 8.WARRANTIES; disclaimer  
    1. 8.1Customer Warranties.  Customer represents and warrants to CCN: (i) it has the full corporate, limited liability company or partnership, as the case may be, power and authority to enter into and deliver this Agreement and perform its obligations hereunder; (ii) it has the necessary rights to enter into this Agreement and perform its obligations hereunder; (iii) this Agreement, when executed by both parties, is a valid and binding obligation of it and enforceable in accordance with its terms; (iv) it shall comply with all applicable Laws in the course of performing its obligations and exercising its rights under this Agreement; (v) it will not provide, transmit, distribute, disclose or otherwise provide to CCN or any of its Affiliates, or otherwise use, any Customer Data under this Agreement that is illegal, immoral, obscene, threatening, libelous, is otherwise unlawful or tortuous, or for which it does not own or has not procured sufficient license, right, consent and permission to copy, reproduce, store, or otherwise use; (vi) the Customer Data will not infringe, misappropriate or otherwise violate any Intellectual Property Rights or of any third party; and (vii) the Customer Data is accurate, complete and not corrupted. 
    2. 8.2DISCLAIMER.  THE SITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CCN EXPRESSLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SITE AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ITS AVAILABILITY, CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, ITS NONINFRINGEMENT, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. USER ACKNOWLEDGES THAT THE RESULTS OR OUTPUT OF THE SITE OR SERVICES WILL NOT CORRELATE WITH CONVENTIONALPRINTING PROCESS CONTROL CONCEPTS, INCLUDING WITHOUT LIMITATION, PRINTING TO GENERALLY ACCEPTED “STANDARDS” SUCH AS G7, GRACOL, FOGRA, JAPAN COLOR, AND MAY CHANGE FROM TIME TO TIME DUE TO UPGRADES, RELEASES, MODIFICATIONS, ENHANCEMENTS, AND CUSTOMIZATIONS, AND CCN DISCLAIMS ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE RESULTS OR OUTPUT OF THE SITE OR SERVICES.  CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATIONS OR PROMISES (WHETHER ORAL OR WRITTEN) OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WITH RESPECT TO THE RESULTS OR OUTPUTS OF THE SERVICES, OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. 
  8. 9.LIMITATION OF LIABILITY 
    1. 9.1JOINT AND SEVERAL LIABILITY. CUSTOMER AND ITS USERS WILL BE JOINTLY AND SEVERALLY LIABLE FOR ANY AND ALL LOSSES ARISING OUT OR RELATED TO THIS AGREEMENT. 
    2. 9.2DISCLAIMER. IN NO EVENT SHALL CCN BE LIABLE FOR ANY DIRECT DAMAGES, LOST PROFITS, DATA, OR BUSINESS, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF CCN HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 
  9. 10.INDEMNIFICATION  
    1. 10.1Indemnification by Customer.  Customer and each User hereby agree to indemnify, defend and hold harmless CCN, its Affiliates, and each of their respective directors, partners, officers, employees, agents, and independent contractors from and against any Losses arising out of or in connection with a Claim related to: (i) Customer’s or User’s use of the Service; (ii) Customer’s or a User’s breach of this Agreement; (iii) CCN disabling User access to the Service at Customer’s request; (iv) Customer’s or a User’s infringement, misappropriation or violation of any third party rights; or (v) the results of the Service. 
    2. 10.2Procedures. The indemnity obligations hereunder are subject to the indemnified party (each, an “Indemnified Party”) giving the indemnifying party (“Indemnifying Party”): (i) prompt written notice of the Claim to the extent such Claim is made by a third party, provided that in no event will an Indemnified Party’s failure to provide such notice limit, remove or excuse the Indemnifying Party’s obligations under this Section if the Indemnifying Party is not actually and materially prejudiced thereby; (ii) authority to conduct the defense thereof with legal counsel reasonable acceptable to the Indemnified Party; provided, however, that if the Indemnifying Party is unwilling or, in the Indemnified Party’s reasonable determination, unable to adequately defend such Claim, the Indemnified Party shall have the right, upon notice, to defend such Claim itself and, in such event, the Indemnifying Party shall indemnify and hold the Indemnified Party harmless from any and all Losses including those incurred as a result of its defense of such Claim; and (iii) reasonable assistance with respect to such Claim. In no event shall either Party settle any Claim without the Indemnified Party’s prior written approval, which shall not be unreasonably withheld. 
  10. 11.AUDIT 

During the Term and for a period of two years thereafter, Customer shall provide to CCN, its internal and or external auditors, access, at all reasonable times, to Customer’s books and records, facilities and other locations where Customer or Users are accessing the Services, and to Customer’s personnel and other resources reasonably requested by CCN for the purposes of performing audits, examinations, and inspections of Customer’s compliance with this Agreement.  CCN will provide Customer at least five days’ prior notice of any such audit.  Customer will make the information and resources reasonably required to conduct the audit available on a timely basis and assist CCN and its internal or external auditors as necessary.   CCN shall pay all costs and expenses associated with any audit initiated by CCN; provided, however, if Customer is found to be in breach of this Agreement as a result of such audit, Customer will reimburse CCN for all expenses of such audit.  Customer shall immediately, but in no event more than 10 days after discovery by CCN of an under payment, pay to CCN the amounts corresponding to such under payment discovered by CCN through the audit together with simple interest at a rate equal to the higher of one percent per month or the highest rate permitted by Law.

  1. 12.MISCELLANEOUS 
    1. 12.1Force Majeure.  Except for Customer’s obligations to pay Subscription Fees and any other amounts due and/or otherwise payable hereunder, neither party shall be liable for any failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction, component or materials shortage or any other cause beyond the reasonable control of such party. 
    2. 12.2Interpretation.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. 
    3. 12.3Headings.  The Section headings are for reference and convenience only and will not be considered in the interpretation of this Agreement. 
    4. 12.4Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to its conflict of laws provisions. Exclusive venue for any dispute between the parties shall be with the courts in Dallas, Texas.  
    5. 12.5Relationship of Parties.  The parties are independent contractors with respect to each other.  This Agreement does not create a joint venture or partnership between the parties; no party is by virtue of this Agreement authorized as an agent, employee or representative of the other party. 
    6. 12.6Assignability. Customer shall not assign or otherwise transfer any of its rights under this Agreement, in whole or in part, without the prior written consent of CCN, which may be withheld in CCN’s sole discretion, and any non-consented to purported transfer is voidable in the sole discretion of CCN. CCN may freely assign this Agreement. 
    7. 12.7Export Control Laws.  Customer shall comply with all export and re-export restrictions and regulations imposed by the government of the United States and other relevant countries or regions (“Export Restrictions”).  Customer shall not transfer, directly or indirectly, any restricted software or technical data received hereunder or the direct product of such data, to any country or region identified as an embargoed destination or country in the Export Restrictions, unless prior written authorization is obtained from CCN and each appropriate United States or other government agencies. 
    8. 12.8Non-Solicitation.  During the Term and for a period of twelve months thereafter (the “Restricted Period”), Customer shall not, and shall not authorized or permit any other person or entity to, directly or indirectly, either for Customer or for any other person or entity, employ, hire, engage or enter into any arrangement to employ, hire or engage or otherwise solicit or attempt to solicit, hire or engage any person who at any time during the Restricted Period is or was an employee, independent contractor, representative or agent of CCN or any of its Affiliates. 
    9. 12.9Amendment. CCN may modify this Agreement by providing notice on the Site. 
    10. 12.10Notice. Any notices required or permitted under this Agreement may be delivered in person, delivered by messenger or air courier, or sent by first class, registered or certified mail, with proper postage affixed, email, or by prominent posting on the Site. 
    11. 12.11Severability. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. 
    12. 12.12Waiver. No waiver by a party, express or implied, of any breach of any term, condition, or obligation of this Agreement by the other party shall be construed as a waiver of any subsequent breach of any term, condition, or obligation of this Agreement, whether of the same or different nature. 
    13. 12.13Entire Agreement. This Agreement states the entire agreement between the parties relating to the subject matter hereof with respect to the specific physical location to which the Services hereunder apply, and supersedes any prior understandings or agreements (whether oral or written) between the parties regarding such subject matter.  
    14. 12.14Incorporation of Other Documents. All exhibits and other documents referenced in this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement. 

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