This User Agreement (this "Agreement") is a contract between you ("you" or "User") and Qualitics USA ("Qualifly", "we," or "us"). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.qualifly.us or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
Subject to the conditions set forth herein, Qualifly may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Qualifly will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the "Effective Date").
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
1.1 REGISTRATION AND ACCEPTANCE
1.2 ACCOUNT ELIGIBILITY
1.3 ACCOUNT PROFILE
1.4 ACCOUNT PERMISSIONS
1.5 IDENTITY AND LOCATION VERIFICATION
1.6 USERNAMES AND PASSWORDS
1.7 LIMITATION OF LIABILITY
1.8 QUALIFLY FEES
1.8.1 SERVICE FEES FOR COMPANIES
1.8.2 DISBURSEMENTS TO SERVICE PROVIDERS
1.8.3 PAYMENT PROCESSING
1.8.4 VAT & OTHER TAXES
3.1 INTRODUCTION
3.2 LICENSES AND THIRD-PARTY CONTENT
3.2.1 QUALIFLY’S PROVISION OF THE SITE AND LIMITED SITE LICENSE
3.2.2 TERMINATION OF THE LIMITED SITE LICENSE
3.3 INTELLECTUAL PROPERTY
3.3.1 QUALIFLY’S INTELLECTUAL PROPERTY
3.3.2 YOUR INTELLECTUAL PROPERTY
3.3.3 YOUR COMMENTS AND IDEAS
3.3.4 THIRD-PARTY INTELLECTUAL PROPERTY
3.4 PERMITTED SITE USES
3.5 PROHIBITED SITE USES
3.6 ENFORCEMENT
3.7 REPORTING AND CORRECTING VIOLATIONS
4.1 PURPOSE AND TERM
4.2 DEFINITION OF CONFIDENTIAL INFORMATION
4.3 NON DISCLOSURE OF CONFIDENTIAL INFORMATION
4.4 PUBLICITY
4.5 NO REPRESENTATION OR WARRANTY
4.6 RETURN OF MATERIALS
4.7 NO COPYRIGHT LICENSE: NO JOINT VENTURE, PARTNERSHIP OR OTHER ENTITY
4.8 MISCELLANEOUS
4.9 GOVERNING LAW AND JURISDICTION
4.10 SEVERABILITY
4.11 ENTIRE AGREEMENT
4.12 NOTICES
4.13 REMEDIES
4.14 INSIDER TRADING
4.15 AMENDMENTS AND ASSIGNMENT
4.16 COUNTERPARTS AND FACISMILE
5.1 TERMS OF AGREEMENT
5.2 LIMITATIONS OF THIS AGREEMENT
5.3 COVENANT NOT TO COMPETE
5.4 NON-SOLICITATION
5.5 SOLICITING CUSTOMERS AFTER TERMINATION OF AGREEMENT
5.6 INJUNCTIVE RELIEF
5.7 SEVERABLE PROVISIONS
5.8 MODIFICATIONS
5.9 PRIOR UNDERSTANDINGS
5.10 WAIVER
5.11 JURISDICTION AND VENUE
By registering for an account to use the Site or Site Services (an "Account"), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Qualitics reserves the right to decline a registration to join Qualifly, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
Qualifly offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
To register for an Account to join the Site, you must complete a User profile ( "Profile"). You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating or maintaining your Profile or Account.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Tester, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Qualifly may close any or all related Accounts.
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Qualifly. You authorize Qualifly, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Qualifly to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
Qualifly is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
Qualifly is a service provided in exchange for fees. Company agrees to the following terms of payment:
Service Providers agree to the following terms of payment disbursements:
All payment, fees and disbursements are exclusively via Paypal. Companies and Service Providers are expected to maintain and manage a Paypal account in good standing and remain in compliance with Paypal standards, user agreements and other financial payments, regulations and standards.
Qualifly may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as "VAT") in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Qualifly is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Qualifly under the Terms of Service.
The General Data Protection Regulation (GDPR) is a change that gives EU residents more clarity and control over how their personal data is used. Personal data is anything that can directly or indirectly identify a person, such as a photo, name, bank details, medical information, computer IP address, and so on. This European-wide law replaces the 1995 Data Protection Directive 95/46/EC.
We value our users’ privacy and their rights to control their personal data. Regardless of where you call home, you may delete your account or request the deletion of all personal information we have about you at any time. However, we will only be following the requirements outlined by the GDPR for those living in the EEA. If you live elsewhere, we will be happy to delete your data to the extent we can reasonably do so. To submit a GDPR request, please contact our customer support so that we can verify your identity and process your request.
The Qualifly Site Terms of Use describe when and the conditions under which you are allowed to access or use the Site . Please read these Site Terms of Use carefully before visiting our Site. Some visitors to our Site simply visit the publicly available portions of our Site. If you do not agree to these Site Terms of Use, you may not visit, use, or access the Site or Site Services as a Site Visitor, User or otherwise and may not click to accept the Terms of Service when prompted on the Site.
Qualifly grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Service.
We try to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.
Qualifly may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon Qualifly providing such notice.
Qualifly and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Qualifly logos and names are trademarks of Qualifly and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Nothing in the Terms of Service grants you a right to use any Qualifly Marks.
When you post User Content on the Site or through the Site Services or provide Qualifly with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.
You acknowledge and agree that the poster of User Content, and not Qualifly, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.
You will indemnify, defend, and hold harmless Qualifly, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, "Ideas"). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Qualifly under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Qualifly does not waive any rights to use similar or related ideas, including those known or developed by Qualifly or obtained from sources other than you.
Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of Qualifly. Qualifly neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Qualifly’s authorized agents acting in their official capacities.
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
Qualifly offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. Qualifly makes the Site and Site Services available for Users to:
You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or
We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section or any other potential violation of these Site Terms of Use and to remove, disable access to, or modify any content on the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Use or the User Agreement.
If you become aware of any violation of these Site Terms or Use, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.
(This section applicable only to Service Providers, other sections remain applicable to General Users)
Qualifly and Service Provider wish to review certain Confidential Information (as defined below) the other party in order to determine whether to participate in a negotiated transaction (the “Transaction”), and in furtherance thereof, each party hereto may disclose, deliver or otherwise provide Confidential Information to the other party and to such party's directors, officers, employees, agents, affiliates or advisors (collectively, “Representatives”). Each party hereto understands and agrees that nothing in this Agreement: (a) requires the other party to disclose any Confidential Information, and (b) requires the other party to proceed with the Transaction, any other transaction, relationship or other agreement of any kind.
This Agreement shall come into force on the date on which the parties execute this Agreement (the "Effective Date"). This Agreement shall govern the disclosure of Confidential Information by each party hereto or its Representatives that is made prior to or during the period from the Effective Date of this Agreement to the date on which either party provides the other party written notice of termination; provided, however, that the termination of this Agreement shall not relieve either party of the obligations and rights imposed by Sections 3, 4 and 7 of this Agreement. The nondisclosure and nonuse obligations as set forth herein shall continue for a period of five (5) years after termination of this Agreement.
For the purposes of this Agreement, "Confidential Information" shall be deemed to include:
relating to the management, operations, intellectual property, and current, future and proposed products and services of the parties hereto and its affiliates, including, without limitation, information concerning patents, copyrights, trade secrets, research and development, experimental work, design details and specifications, inventions, know-how, processes, procedures, sketches, drawings, models, equipment, algorithms, software programs, software source documents and formulae, computer source code, flowcharts, pseudo-code, software and hardware design, data files, engineering data and designs, formulations, construction, processing and control, product performance data and specifications, manuals and other related documentation, systems, plans, finances and business forecasts, procurement requirements, purchasing, manufacturing, customer lists, sales and merchandising, marketing, documentation lists, orders, confirmations, leases, contracts, agreements, bills, invoices, statements, any other information that a party hereto communicates to the other party in writing as being confidential, and all information that relates to such party's analysis of the Confidential Information and the uses thereof. Notwithstanding anything to contrary in this Agreement, the following shall not be considered nor shall be deemed Confidential Information: (i) information that is already in the public domain or becomes generally known to the public other than as a result of disclosure by or through the disclosing party or its Representatives, (ii) information that was lawfully and independently developed by a party hereto without reference to, or use of, the Confidential Information of the other party, or (iii) information that is or becomes known by a party hereto on a nonconfidential basis from a source (other than the party to whom such information relates) that is not known to such party to be prohibited from disclosing such information to the receiving party by a contractual, fiduciary or other obligation. Confidential Information shall not include material non-public information within the meaning of Regulation FD promulgated by the Securities and Exchange Commission.
All Confidential Information disclosed by a party hereto to the other party prior to, and on the date of, the execution of this Agreement shall be subject to the same treatment by the receiving party as the Confidential Information disclosed after the execution of this Agreement.
Neither party shall disclose or use the Confidential Information disclosed to it by the other party or its Representatives for its own use or for any purpose except to evaluate the potential Transaction. Neither party shall disclose the Confidential Information of the other party to third parties or to any Representative of such party, except such Representatives who are required to have the information in order to carry out the discussions regarding the Transaction and only to such Representatives who have been previously made aware of the terms of this Agreement and have been directed to keep such information confidential. Each party hereto will cause its Representatives to observe the terms of this Agreement and each party hereto will be responsible for the breach of this Agreement by any of its Representatives. Each party hereto agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of unauthorized persons. Each party hereto agrees to notify the other party in case of any misuse or misappropriation of such Confidential Information of such other party, which may come to a party's attention.
Neither party nor its Representatives shall, without prior written consent of the other party, disclose to any other person the fact that Confidential Information of such other party has been disclosed under this Agreement, that discussions are taking place between the parties, or that services are being performed by either party hereto to the other party, or any of the terms, conditions, status or other facts with respect thereto, except as required by law and then only with immediate prior written notice to the party to which such information relates to permit such party to object to such disclosure.
Each party hereto acknowledges that neither the other party nor any of its Representatives makes any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and that neither the other party nor any of its Representatives shall have any liability under this Agreement for errors or omissions with respect to the Confidential Information. Each party hereto further agrees that it is not entitled to rely on the accuracy and completeness of the Confidential Information and will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to the Transaction, subject to such limitations and restrictions as may be contained therein.
All Confidential Information, including without limitation all copies thereof, remain the property of the party that provided such Confidential Information and shall be promptly returned to the party that provided such Confidential Information, and neither party nor any of its Representatives shall retain any copies, extracts, reproductions or other forms of any Confidential Information of the other party, after the receiving party's need for such information has expired, or immediately upon written request of the other party, and, in any event, upon the first anniversary of this Agreement, unless the parties otherwise agree in writing. All other materials, memoranda, notes and any other documents prepared by a party or its Representatives based on the Confidential Information shall be promptly destroyed by such party and one of its authorized officers shall provide written certification to the other party that such materials, memoranda, notes and documents have in fact been so destroyed and that the destroying party and its Representatives have complied with the immediately preceding sentence of this Agreement. Each party acknowledges and agrees that no license or other rights to Confidential Information of the other party is granted or implied in this Agreement.
Nothing in this Agreement is intended to grant to either party hereto any rights under any know-how, trademark or copyright of the other party, nor shall this Agreement grant either party hereto any rights in or to the other party's Confidential Information. This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership or formal business entity of any kind, and the rights and obligations of the parties shall be limited to those expressly set forth herein. Nothing in this Agreement shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both parties. Each party shall act independently and not as an agent of the other for any purpose whatsoever and neither shall have any authority to bind the other.
This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information of a a party hereto may not be assigned without the prior written consent of the other party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. The section headings in this Agreement have been inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any substantive text in the various sections of this Agreement and such section headings do not affect the operation or interpretation of this Agreement.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. Each party consents to the jurisdiction of the federal courts in the State of New York or the state courts of the State of New York in connection with any dispute arising under this Agreement, and hereby waives, to the maximum extent permitted by law, any objection, including any objections based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions.
In the event any provision of this Agreement shall be held to be invalid, illegal or unenforceable by any court of competent jurisdiction, or is determined by legal counsel for either party to violate any statute or law, and if such party determines in good faith after review by the parties hereto that there is no reasonable or practical resolution or solution, including a modification of this Agreement, that would eliminate an ongoing material concern or material issue regarding enforceability, legality or validity of this Agreement or any part thereof, then such party may terminate this Agreement without penalty and without further financial obligation to the other party. If there is an issue or dispute between the parties or their counsel regarding the validity or enforceability of this Agreement, such issue shall be submitted for non‑binding mediation by independent counsel, which shall be selected upon mutual agreement of the parties.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and shall be deemed to supersede all prior agreements, whether written or oral, and the terms and provisions of any such prior agreement shall be deemed to have been merged into this Agreement.
All notices required to be given under the terms of this Agreement or which the parties may desire to give hereunder shall be in writing and shall be deemed to be given when delivered personally, telefaxed or sent by first class mail, postage prepaid, to the parties at their addresses as set forth on the signature pages hereto.
Each party agrees that if it shall have been found to be engaged in a material breach of this Agreement by a court of competent jurisdiction (a) it shall be deemed to have inflicted irreparable injury on the other party such that no remedy at law will afford the non-breaching party adequate protection against, or appropriate compensation for, such injury and (b) the other party shall be entitled to obtain injunctive relief, a decree for specific performance, monetary damages or such other relief as may be appropriate.
Each party hereto acknowledges and understands that the purchase and sale of securities on the basis of material nonpublic information, commonly referred to as “insider information”, or the selective disclosure of inside information to others who may trade, is prohibited by federal and state laws. Each party hereto agrees that it will not use or permit any third party to use, and that it will use its reasonable best efforts to assure that none of its Representatives will use or permit any third party to use, any of the information the other party provides in contravention of the U.S. securities laws and it will not purchase or sell securities of the other party or any securities convertible into or exchangeable for any securities of the other party while in possession of material non-public information.
Amendments or changes to this Agreement are not effective unless they are in writing and signed by persons authorized to sign on behalf both parties. Neither party shall assign nor transfer any rights or obligations under this Agreement without the prior written consent of the other party. Each party's rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, assigns and administrators.
This Agreement may be signed in separate counterparts, and facsimile signatures will be accepted as originals.
This is an Agreement between You and Qualitics and it’s subsidiary Qualifly (“Company”). In consideration of the opportunity provided by Qualifly, You, intending to be legally bound, agree to the following:
This Agreement is effective on the Effective Date, and shall remain in effect throughout the term of engagement with the Company and for a period of one year thereafter.
This Agreement is not a contract of engagement. Neither You nor the Company are obligated to any specific term of engagement. This Agreement is limited to the subject matter of covenants not to compete or solicit as described in this Agreement.
You agree that at no time during the term of your engagement with the Company will you engage in any business activity which is competitive with the Company nor work for any company which competes with the Company.
For a period of one (1) year immediately following the termination of your engagement, You will not, for yourself or on behalf of any other person or business enterprise, engage in any business activity which competes with the Company.
During the term of your engagement, and for a period of one (1) year immediately thereafter, You agree not to solicit any employee or independent contractor of the Company on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with the Company to terminate or breach an engagement, contractual or other relationship with the Company.
For a period of one (1) year following the termination of your engagement and your relationship with the Company, You shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Company or any other information pertaining to them. Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of the Company on whom You have called or with whom You became acquainted during the term of your engagement, as the direct or indirect result of your engagement with the Company.
You hereby acknowledge (1) that the Company will suffer irreparable harm if You breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if You breach any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
This Agreement may be modified only by a writing executed by both You and the Company.
This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations.
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
This Agreement is to be construed pursuant to the laws of the State of Delaware. You agree to submit to the jurisdiction and venue of any court of competent jurisdiction in the State of Delaware without regard to conflict of laws provisions, for any claim arising out of this Agreement.