DECK Monitoring LLC Terms and Conditions of Sale

Transcription

1 DECK Monitoring LLC Terms and Conditions of Sale These Terms and Conditions of Sale ( this Agreement ) are entered into between DECK Monitoring LLC, an Oregon Limited Liability Company located at 830 SW 10th Ave., Suite 200, Portland, OR ( DECK ) and the company listed under Account Name in the attached Quote ( Customer ). The Quote is incorporated by reference and made a part of this Agreement and together the Quote and this Agreement will be referred to as the Order. Except as otherwise provided by this Agreement, any proposal made by the Customer for additional or different terms and conditions or any attempt by the Customer to vary the terms stated herein is hereby rejected. The Order and the terms contained therein constitute the entire agreement with reference to its subject matter and will not be amended without the express written consent of both parties. Now, therefore, in consideration of the foregoing recitals, which will be deemed to be a substantive part of this Order, and the mutual covenants set forth, the parties agree as follows: 1. Definitions a. Change Order means a form which Customer must submit to DECK to request a modification to its Order, which can be found on DECK s website. b. Commercially Reasonable Efforts means taking such steps and performing in such a manner as a well-managed business would undertake where such business was acting in a determined, prudent, and reasonable manner to achieve a particular desired result for its own benefit. c. Customer Data means any data, information, or material provided or submitted by Customer or Customer s Hardware to the Service in the course of using the Service. d. Defective Hardware Return Authorization means a form found on DECK s website, which Customer must submit in order to exchange Hardware pursuant to the manufacturer s warranty, which process DECK may facilitate in its sole discretion. e. "Hardware" means meters, communication gateway, communications devices, weather station, and any other physical equipment including any related accessories and parts, listed on the attached Quote. f. Made to Order refers to Hardware which is not a part of DECK s core products list, substantially modified from the manufacturer s original specifications, integrated into an assembly or manufactured to Customer supplied specifications and identified on Customer s Quote as Custom Item. g. Materials means written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs provided by DECK. h. Service means DECK s monitoring service, accessible over the internet, which provides standard user access to the DECK dashboard, administrative panel and related features as are set forth on DECK s website, as DECK may change such features from time to time, in its sole discretion. i. "Site Survey Form" means a form the Customer must fill out after submitting its Order, available on DECK s website. j. Untested Modbus Device means a device that DECK has not previously established communication or confirmed compatibility with and is identified on Customer s Quote as UMD. 2. Prices Prices on the attached Quote are valid for the period set forth in the Quote. Prices are exclusive of, and Customer will pay, all taxes, duties, levies or fees, or other similar charges imposed on the Customer by any taxing authority. 3. DECK Site Survey Form Customer must submit a complete and technically accurate Site Survey Form in order for DECK to process Customer s Order. In the event Customer does not complete all required fields of the Site Survey Form in a manner which is technically accurate, DECK will not ship any Hardware and/or start the Service. 1

2 4. Delivery and Shipment Customer agrees that the Hardware is subject to availability. In the event Hardware is unavailable, DECK will work with Customer determine a suitable Hardware replacement. DECK will ship the Hardware within six (6) weeks from the date the Customer submits a complete and technically accurate Site Survey Form. If DECK is unable to meet the delivery date, Customer's sole remedy is to cancel its Order. DECK will ship to the address provided by Customer on its purchase order. If Customer does not provide a shipping address on its purchase order or Customer wishes to change the address it provided to DECK, Customer must submit a Change Order, identifying the change of address, subject to DECK approval. Customer may not change the shipping address if the Hardware has already shipped to the address provided by Customer. DECK may, at its discretion, charge Customer for shipping and select the carrier. DECK reserves the right to ship the Hardware in installments. Customer will pay each invoice when due, without regard to delivery or non-delivery of subsequent installments. Delay in delivery of any installment will not relieve Customer of its obligations to accept remaining installments. Requests to reschedule deliveries will be subject to acceptance by DECK. 5. Damage in Transit If Customer receives Hardware that was damaged in transit, Customer must notify DECK of the damage, in writing at logistics@deckmonitoring.com, within twenty-four (24) hours of delivery. DECK will then utilize Commercially Reasonable Efforts to secure and send replacement Hardware to Customer, if available. If Customer does not notify DECK in writing within twenty-four (24) hours, DECK is not responsible for replacing or repairing the Hardware and is not liable for any damages, fees, or costs associated with Hardware damaged in transit. 6. Payment Customer will pay in accordance with the terms stated on the DECK invoice. For a sale involving Hardware, Customer must pay 45% of the total invoice price prior to shipment and the remaining 55% of the total invoice price net 15 from shipment. For a sale of the Service only, the Customer must pay 100% of the total invoice price net 15 from the date of the invoice. Invoices not paid when due under the terms of the DECK invoice will be considered overdue and may, at DECK s sole discretion, be subject to a late charge assessed at a rate equal to the lower of two percent (2%) per month of the unpaid balance or the maximum rate allowed by applicable law. DECK reserves the right to suspend or terminate this Order and Customer s access to the Service, or withhold shipment (including partial shipments) of any Order, if after ten (10) days written notice, Customer fails to pay in full any overdue amount. Customer will pay all collection costs and fees relative thereto, including without limitation, all attorneys fees associated therewith. 7. Cancellation/ Change Order/Returns DECK may cancel any Order or any part of any Order without cause at any time and without penalty, and DECK s sole obligation will be to return any down payment paid by Customer. DECK will retain the right to suspend performance of any Order, including turning off Customer s access to the Services, or require payment in cash, security, or other adequate assurance satisfactory to DECK when, in its opinion, the financial condition of Customer, or other grounds for insecurity warrant such action. Customer may cancel its Order within ten (10) business days of signing the Quote by submitting a written Change Order form to DECK. If Customer submits a Change Order form within ten (10) days, Customer will be entitled to a refund of any down payment, minus a 15% restocking fee. Customer will be responsible for returning any shipped Hardware, including shipping costs. DECK reserves the right to withhold any refund until DECK receives the Hardware free of any damage or defect. After ten (10) business days, Customer may not modify its Order without submitting a Change Order form to DECK, which is subject to acceptance by DECK. In the event DECK accepts the Change Order, Customer will be charged any fees associated with the Change Order which are assessed at the time by DECK. If Customer does not agree to pay the Change Order fees, Customer s sole remedy will be to cancel its Order and Customer will not be entitled to a refund. 2

3 For the return or exchange of defective Hardware in accordance with the manufacturer s warranty (see Section 19), Customer must submit a Defective Hardware Return Authorization form. Customer is subject to the policies contained therein, which may be changed from time to time, in DECK s sole discretion. 8. Made to Order If Customer has purchased a Made to Order item, it is Customer s sole responsibility to submit accurate technical specifications for the Hardware. In no event will DECK be responsible for incomplete or inaccurate technical specifications. DECK will not accept a return or offer a refund for products which are Made to Order more than ten (10) business days after Customer signed the Quote. 9. One Line Diagrams and Installation DECK will supply Customer with a one (1) line diagram for the purpose of illustrating the data connections between networked devices. Customer will have two (2) business days to respond to the DECK contact that submitted the one (1) line diagram to Customer with modifications to the technical specifications after DECK submits the one (1) line diagram to the Customer. Following two (2) business days, Customer will not be permitted to modify the technical specifications and DECK will proceed with completing Customer s Order pursuant to the one (1) line diagram and technical specifications contained therein. The one (1) line diagram is NOT an installation or electrical wiring guide. Installation and electrical wiring should be done by a licensed electrician with familiarity of energy monitoring equipment. 10. Untested Devices DECK is willing to put forth good faith efforts to establish communication and/or develop compatibility with an Untested Modbus Device. Hardware manufacturers vary widely in their compliance with Modbus standards, documentation, and willingness to assist with configuration. To develop compatibility, the integrator must provide remote access (port forwarding) to the AquiSuite gateway onsite to program the framework. Even with reasonable documentation and remote access, DECK cannot guarantee the compatibility of an Untested ModBus Device or that it will function as intended. 11. Service-License Grant and Restrictions Subject to the terms and conditions of this Agreement, DECK hereby agrees to provide the Service and grants to Customer a non-exclusive, worldwide right to use the Service, solely for Customer s own internal business purposes during the term of this Agreement. All rights not expressly granted to Customer are reserved by DECK. Customer will not (i) modify or make derivative works based upon the Service; (ii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, graphics of the Service, or (c) copy any ideas, features, functions, or graphics of the Service; (iii) reproduce, duplicate, copy, or exploit any portion of the Service without the express written permission of DECK; (iv) access or use the Service if Customer is a competitor of DECK; (v) access or use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (vi) use the Service to send spam or unsolicited messages in violation of applicable laws; (vii) send or store infringing, obscene, threatening, libelous or other unlawful or tortuous material; (viii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer codes, files, scripts, agents, or programs; (ix) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (x) attempt to gain unauthorized access to the Service or its related systems or networks. 12. Materials, Software, & IP Customer recognizes and agrees that: (i) the Materials are the property of DECK and are protected by copyright, trademark, and other intellectual property laws; and (ii) Customer does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for the purposes expressly stated in Section 11. To the extent Customer s logo or name is displayed through the Service, Customer retains all rights and title to its name or logo. Customer may only submit logos, names, and other images to DECK for display on Customer s dashboard which Customer owns or is otherwise authorized to submit to DECK. 3

4 DECK will exclusively own all right, title, and interest, including all related intellectual property rights in and to the Service, and any ideas, suggestions, enhancement requests, feedback, recommendations, or other information provided by the Customer or any other party relating to the Service. DECK s name, DECK s logo, and the product names associated with the Service are trademarks of DECK which DECK will exclusively own. This Agreement does not grant Customer any intellectual property rights in or to the Service or any of its components. 13. Software and Hardware Support DECK will provide installation and configuration support for the Hardware and Service purchased from DECK during the initial installation period. The initial installation period ends once DECK confirms: (i) the system has been installed, initially configured for the project, and is correctly reporting to the database or (ii) six (6) months from the date this Order commenced, whichever occurs first. Configuration includes gathering data from third party devices, such as inverters. DECK reserves the right to charge for customer support, configuration, and software customization beyond the initial installation period on a per hour basis at a rate of $50.00 per hour (which may be adjusted in the future for inflation). DECK Hardware support is provided over the telephone only for Hardware sold by DECK. DECK technical support personnel are not licensed electricians and cannot provide advice on electrical wiring and a licensed electrician is required to be on site for all troubleshooting. 14. Third Party Reporting Service If Customer has purchased third party reporting services from DECK, as identified on Customer s Quote as Third Party Reporting in addition to the remaining terms, the following terms of this Section apply to those services. It is Customer s responsibility to register with and submit all required documentation to the program and/or utility company identified in the Quote. DECK will provide third party reporting services for a period of five (5) years commencing when DECK has received notice from the program or utility company identified on the Quote that the site is registered to begin reporting. 15. Customer Responsibilities It is Customer s responsibility to provide internet access at the monitoring site and to access the Service. Customer understands that DECK is not responsible for providing internet access and that DECK will not troubleshoot internet connectivity problems or otherwise provide support for internet connectivity problems. Customer is responsible for all activity occurring under Customer s user accounts and will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer s use of the Service, including those related to data privacy, international communications, and the transmission of technical personal data. Customer will: (i) notify support@deckmonitoring.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) notify support@deckmonitoring.com immediately and use Commercially Reasonable Efforts to stop immediately any copying or distribution of Materials that is known or suspected by Customer; and (iii) not impersonate another DECK user or provide false identity information to gain access to or use the Service. Hardware which is subject to an architectural review process, ARRA, TAA, or other supplier restriction, or where substitution is not allowed after a submittal process must be clearly identified by the Customer and listed on the Quote. Charges incurred by DECK to procure such components are billable at the discretion of DECK and may be due at the time the Quote is submitted to DECK. 16. Term of Agreement This Order will commence upon Customer s signing of the Quote, or if the Quote is not signed, upon the commencement of the Service. The monitoring period as noted in the attached Quote will commence when the system is activated and begins providing data to DECK, or six (6) months from the date the Quote is signed, whichever occurs first. The monitoring period will terminate in accordance with this Order (typically after five (5) years) and this Agreement will terminate when the monitoring period ends. Despite the foregoing, either party may terminate this Agreement if the other party materially breaches any of its obligations hereunder and such material breach remains uncured for thirty (30) days following the written notice of the breach to the breaching party; provided, however, that DECK may terminate this Agreement immediately upon: (i) Customer s commission of an act of fraud or crime of moral turpitude or that is punishable by jail time; (ii) Customer s negligence, omission or material misconduct relative to DECK; (iii) Customer engaging in any action that is dishonest or may result in causing disrepute to DECK or result in an adverse effect on DECK; (iv) Customer s failure to timely make a required payment, subject to the provisions in Section 6 of this 4

5 Agreement; or (v) Customer s breach of Section 15 of this Agreement. Upon any termination or expiration of this Agreement: (i) Customer shall make payment to DECK of all fees and costs due and payable prior to the termination or expiration and (ii) Customer shall immediately cease utilizing the Services in any manner. 17. Customer Data As a part of providing the Service, DECK uses a cloud provider to store Customer Data. DECK s cloud provider may store and process Customer Data in the United States or any other country in which DECK s cloud provider or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing, and storage of Customer Data. DECK strives to keep Customer Data secure, but cannot guarantee the security of Customer Data, given the nature of the Internet. Customer Data reported may contain errors, data loss may occur, and reports may be inaccurate based on errors made by DECK and associated third party companies. DECK does not own any Customer Data. However, DECK may disclose Customer Data as required by applicable law or by proper legal or governmental authority. 18. Downtime and Service Suspensions Customer acknowledges that its access to and use of the Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures, or other interruptions. DECK will be entitled to suspend access to any portion or all of the Service at any time, on a Service-wide basis for scheduled downtime to permit DECK to conduct maintenance or make modifications to any Service. 19. Warranty Provisions; Disclaimer Each party represents and warrants that it has the legal power and authority to enter into this Agreement. DECK DOES NOT PROVIDE ANY WARRANTIES, EXPRESS OR IMPLIED, ON THE HARDWARE PROVIDED TO CUSTOMER. Customer is subject to the warranties and return policies of the Hardware s original vender or manufacturer. At DECK s sole discretion, DECK may act as an intermediary for arranging the return and/or replacement of Hardware from the vender or manufacturer under its warranty; in which case Customer must submit a Defective Hardware Return Authorization Form (see Section 7). In the event Customer sends back Hardware which is not covered under the manufacturer s warranty, Customer will be responsible for all fees and costs associated with the inspection and shipment of replacement hardware, including shipping costs. If Customer purchased used Hardware, as identified on the Quote as USED, Customer will not be entitled to the manufacturer s warranty. DECK warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that it will substantially maintain ongoing functionality of the Service under normal use and circumstances. DECK MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE, ITS MESSAGES OR ALERTS, OR ANY MATERIALS. DECK DOES NOT WARRANT THAT THE OPERATION AND USE OF THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR OPERATE IN COMBINATION WITH ANY OTHER EQUIPMENT, SOFTWARE SYSTEM, OR DATA. THE SERVICE IS PROVIDED ON AN AS IS BASIS. OTHER THAN AS IDENTIFIED IN THIS SECTION 19, DECK MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE HARDWARE OR SERVICES, OR THEIR CONDITION, AND ALL OTHER WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE SPECIFICALLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 5

6 20. Indemnification Customer will indemnify and defend DECK against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys fees and costs, whether or not a lawsuit or other proceeding is filed, that arise out of or relate to: (i) Customer s use of the Hardware or Services; (ii) Customer s breach of any provision of this Agreement; (iii) viruses, worms, Trojan Horses and other computer programs and harmful actions of third parties proximately delivered to DECK by or as a result of Customer; (iv) Customer s transactions with third parties and/or the operation of its business; (v) Customer s use, operation, or combination of the Service with programs, data, content, equipment, or materials not provided by DECK; and/or (vi) Customer s negligent or willful acts or omissions. In the event Customer fails to promptly indemnify and defend such claims and/or pay DECK s expenses, as provided above, DECK has the right to defend itself, and in that case, Customer will reimburse DECK for all of its attorneys fees, costs and damages incurred in settling or defending such claims within thirty (30) days of DECK s written requests. 21. Limitation of Liability a. CONSEQUENTIAL DAMAGES. EXCEPT AS PROVIDED IN (b) BELOW, IN NO EVENT WILL DECK OR ITS EMPLOYEES, SHAREHOLDERS, CONSULTANTS, OR AFFILIATES BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, (INCLUDING WITHOUT LIMITATION LOST PROFITS, GOODWILL, DATA, USE, REVENUES, BUSINESS OPPORTUNITIES OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE HARDWARE AND/OR SERVICES), ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE HARDWARE AND/OR SERVICE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT DECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. b. DIRECT DAMAGES. IN NO EVENT WILL DECK OR ITS EMPLOYEES, SHAREHOLDERS, CONSULTANTS, OR AFFILIATES BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT DECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR RELATED TO ANY OF THE FOLLOWING: AN UNTESTED MODBUS DEVICE; CUSTOMER S FAILURE TO PROPERLY COMPLETE THE SITE SURVEY FORM; THE HARWARE; SECURITY OF CUSTOMER S NETWORK OR THE DEVICES PLACED ON THE CUSTOMER S NETWORK, INCLUDING THE ACQUISUITE; THIRD PARTY REPORTING SERVICES; DISPLAYING LOGOS, NAMES, AND OTHER MARKS SUBMITTED BY CUSTOMER WHICH ARE ILLEGAL OR WHICH THE CUSTOMER DOES NOT HAVE THE LEGAL AUTHORITY TO SUBMIT TO DECK; UNAUTHORIZED USE OR ACCESS TO THE SERVICE; OR INTERNET CONNECTIVITY. c. DAMAGES CAP. THE AGGREGATE LIABILITY OF DECK AND ITS EMPLOYEES, SHAREHOLDERS, CONSULTANTS, AND AFFILIATES FOR ALL DAMAGES AND INDEMNITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, WARRANTY OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, WILL BE LIMITED TO THE TOTAL ITEMIZED AMOUNT ACTUALLY RECEIVED BY DECK FOR THE HARDWARE AND/OR SERVICES GIVING RISE TO SUCH DAMAGES. THE LIMITATION ON LIABILITY SET FORTH ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES SHALL BE AGGREGATED, TO DETERMINE IF THE LIMIT HAS BEEN REACHED. THE REMEDIES IN THESE TERMS ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. IF THE APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, DECK S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. THE ABOVE LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FAVORABLE FEES BEING CHARGED BY DECK RELATIVE TO THE HARDWARE AND SERVICES DESCRIBED HEREIN, AND IS A MATERIAL TERM HEREOF. 22. General Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way. 6

7 Headings. The headings contained in this Agreement are for convenience only and will not be interpreted to limit or otherwise affect the provisions of this Agreement. 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 (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. Survival. All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Oregon without reference to such State s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Multnomah County, Oregon. Force Majeure. Neither party will be liable for delay, default, or failure to meet its obligations pursuant to this Agreement due to causes beyond the party's reasonable control and not caused by the negligence of such party, including without limitation: (i) acts of God; (ii) acts or omissions of any governmental entity; (iii) any rules, regulations or orders issued by any governmental authority or any officer, department, agency or instrumentality thereof; or (iv) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, strikes and lockouts, disputes with workmen, or delays in transportation. Assignment. DECK may sell, assign, or transfer any or all of this Agreement or any balances due hereunder without prior notice to Customer and any such assignment shall inure and bind all assignees. Customer may not sell, assign or transfer its obligation under this Agreement, without prior written consent from DECK, and any such assignment will be null and void. Notice. Except as otherwise expressly provided in this Agreement, any notice required to be given to DECK shall be sent in writing by personal delivery, express courier, or certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon personal delivery, one (1) day after deposit with express courier or five (5) days after deposit in the mail, and must be addressed as follows: If to DECK, to the DECK Address on the first page of this Agreement noting Attention: Legal and if to Customer, to Customer s contact information provided to DECK at the time of sale. Export/Import. Customer who exports, re-exports or imports Hardware, technology or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations, and for obtaining required export and import authorizations. The rights and obligations of the parties under this Agreement will not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations will be governed by and construed in accordance with the laws of the United States and the State of Oregon as applied to agreements made, entered into and to be performed entirely within Oregon between Oregon residents. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. Entire Agreement. This Order is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, negotiations and communications (both written and oral) regarding such subject matter. Nothing in this Agreement, express or implied, is intended to confer on any person or entity other than the parties hereto or their respective successors and permitted assigns, any benefits, rights, or remedies. In the event of a dispute between the Quote and this Agreement, this Agreement will govern. 7