This agreement (“Agreement”) is made between You, being the person designated on the registration form and the product order confirmation email (hereinafter the “Customer” or “you”); and 9312-6118 QUÉBEC INC., doing business under the name AGENDRIX, whose place of business is located at 2713 Beaudry, Sherbrooke, Canada, J1L 2N9, and whose telephone number is 1 (888) 982-9307 (hereinafter “Agendrix”, “we” or “us”).
- For legal entities, this contract is deemed made at Agendrix’s address that appears above. For consumers (as that term is defined by law), this contract is deemed made at the consumer’s home address at the time of its making.
- The contract is made when you accept these Terms and Conditions by clicking on “Sign in” or “Register”, “Accept” or any other similar button providing access to Agendrix products.
- This Agreement is for an indefinite term and may be terminated by either party, in accordance with Section 18 below.
- Use of Agendrix products is free of charge for consumers (being persons who have no employees and who have not entered into this Agreement on behalf of a business).
- Through the use of Agendrix products, consumers can create accounts that enable them, among other things, to be authorized users for other Agendrix customers, obtain their schedules and manage their availability with regard to other Agendrix customers, in a software-as-a-service or mobile application format. Use of Agendrix products by consumers is subject to the Specific Terms and Conditions stipulated below, but only to the extent that they are compatible with the applicable consumer protection legislation in your jurisdiction.
- Use ceases to be free when you must manage schedules for other persons, who then become your authorized users. However, these features are restricted to businesses and legal entities, and are not intended for consumer use. Such use of Agendrix products as a business or legal entity with authorized users is subject to the prices and the Specific Terms and Conditions described below.
- This Agreement incorporates by reference the Acceptable Use Policy and the Personal Information Protection Policy, which you declare you have read and accept.
Specific Terms and Conditions
Scope of the Agreement
- This Agreement governs all free or paid use of Agendrix products (as defined below), support, assistance, your subscription purchases and future purchases that reference this Agreement. This Agreement incorporates by reference the Acceptable Use Policy and the Personal Information Protection Policy (hereto attached). In the event of incompatibility between these policies and the text of this Agreement, the latter shall prevail.
Agendrix Product Types
This Agreement governs:
- Agendrix solutions, being remote software as a service for work schedule management, including planning, communications, time recording (stationary and mobile time clocks), timesheets (attendance sheets) and the distribution/coordination of services in the field and at customers’ locations;
- Agendrix solutions which may also be offered, in whole or in part, as mobile applications for smart phones or tablets; and
- support for authorized users and associated maintenance provided by Agendrix.
(The items in a), b) and c) being, collectively, the “products” for the purposes of this document.
Unless otherwise indicated, the other provisions of this Agreement apply to all products.
- You will need to register for an Agendrix account to place orders or access or receive any Agendrix products. Any registration information you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You accept full responsibility for any errors or inaccuracies in the information you must provide for your account and for actions performed using your account.
- Except for the no-charge products, Agendrix products are offered as monthly or yearly paid services. Their price is determined based on the number of authorized users you indicate. The price for each product is that displayed on the Agendrix website at the time of your order. Prices may vary from time to time in accordance with the provisions of Section 26 hereof.
We like to help non-profit organizations, which is why we offer a 25% discount if you agree to share Agendrix as a “partner” on your website by displaying our logo (as provided by us) with a hyperlink to our business website.
It is possible to pay yearly in a single instalment and receive a 10% discount. Please contact Agendrix to take advantage of any of these offers. These offers cannot be combined.
You agree to pay all charges for every order placed on the Agendrix website or under any written agreement entered into with Agendrix. Unless otherwise indicated in your order, you must pay all amounts at the time your order is received, in Canadian or US dollars or euros, depending on the geographic location of the head office of the entity effecting the payment or the details supplied by you, as Agendrix may decide. If you add authorized users or sites during the Subscription Period, we will invoice you for the increased number of authorized users and sites, according to the rates then in effect for your next billing cycle.
Ordering and Modifications
- This Agreement is binding, whether it was entered into through an Agendrix reseller or directly through Agendrix. You must ensure the accuracy of the information provided for your order, which may include (a) the number and type of authorized users (as defined below) for the products, (b) the products ordered, and (c) any other conditions or restrictions agreed upon with Agendrix. Resellers are not authorized to offer warranties or make commitments on behalf of Agendrix and we are not bound by obligations other than what is expressly stipulated in this Agreement.
You can add optional modules and downgrade or terminate the services provided by us (subject to Section 18 below) at any time: to do so, click on “Invoicing” in your Agendrix account to change your plan.
- We accept MasterCard, Visa and American Express credit cards. We nonetheless reserve the right to revoke any of these payment methods at any time. We also accept bank transfers or cheques for Customers with yearly subscriptions only. If you would like a yearly subscription, please contact us. Your credit card information is processed via PCI-compliantStripeYou agree that we may charge your credit card for renewals, additional users and unpaid fees, as may be.
- Your payments under this Agreement exclude any taxes or duties payable in respect of the products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Agendrix, you must pay to Agendrix the amount of such taxes or duties in addition to any fees owed under this Agreement. If Agendrix is required retroactively to collect such taxes by any government or fiscal entities anywhere in the world, Agendrix can ask for payment of such taxes at any time after invoicing the products. If you are tax-exempt, it is your obligation to supply us with evidence thereof and Agendrix will make reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
- We may offer certain products to you at no charge, including free accounts, trial use, and access to beta versions as defined below (“No-Charge Products”). Your use of no-charge products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use no-charge products for competitive analysis or similar purposes. We may terminate your right to use no-charge products at any time and for any reason, at our sole discretion, without liability to you. In some circumstances, we may charge a fee to allow you to access beta versions, but beta versions will still remain subject to this section.
You understand that any prerelease and beta products we make available are under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available products; we therefore offer no warranty on these products, any use thereof being at your own risk.
- Only the individuals designated by you and for whom you have paid the required fees (“authorized users”) may access and use the products. Functionality may vary according to the type of authorized user. The authorized users may be your own or those of your Affiliates, whether they are employees, volunteers, representatives, consultants, agents, mandataries or other third parties acting for your benefit or on your behalf. You must pay the applicable fee for an increase in the number of authorized users. You are responsible for compliance with this Agreement by all authorized users. All use of products by you and your authorized users shall be within the scope of use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or controlled by or is under common ownership or control with a party, and “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.
You must ensure that all authorized users keep their passwords strictly confidential, and not communicate this information to any unauthorized person. You are responsible for establishing your password replacement and confidentiality policies, and you undertake to inform Agendrix of any unauthorized use immediately upon becoming aware of it. Agendrix also reserves the right to require any authorized user to change his or her password.
- Subject to the terms and conditions of this Agreement, Agendrix grants you a non-exclusive, non-sublicenseable and non-transferable license to use the service, solely for the term of this Agreement.
Hosted Services and Data
- Your data are stored securely and your connection to the application is SSL-encrypted (https). We use the Linode and Amazon servers, known for hosting very high-traffic sites in highly secured spaces. Subject to the terms and conditions of this Agreement, Agendrix grants you a non-exclusive right to access the products thus hosted and to use them for the term of this Agreement. You may also enter your data on these servers.
- Your “data” means any data, content images or other materials of any type that you upload, submit or transmit to or through the hosted services. You will retain all rights, title and interest in and to your data in the form provided to Agendrix. Subject to the terms of this Agreement, you hereby grant to Agendrix a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works from your data, in each case solely to the extent necessary for your use of Agendrix products; and (b) for the products that allow you to share your data or to interact with other people, to distribute, publicly perform and display your data as you (or your authorized users) authorize via the products’ features. Agendrix may also access your data to respond to your support requests. Access to your data is subject to our Personal Information Protection Policy.
Agendrix implements security procedures to help protect your data from security attacks. Nonetheless, you understand that use of the hosted services necessarily entails transmission of your data over networks that are not owned, operated or controlled by Agendrix, and we are not responsible for any of your data that may be lost, altered, intercepted or stored on such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.
d.StorageThere may be or eventually be storage limits associated with a particular hosted service. We may impose new storage limits or modify existing limits for the hosted services at any time, at our discretion, with or without prior notice, provided that the functionality of our products is nonetheless maintained.
- Agendrix implements security procedures to help protect your data from security attacks. Nonetheless, you understand that use of the hosted services necessarily entails transmission of your data over networks that are not owned, operated or controlled by Agendrix, and we are not responsible for any of your data that may be lost, altered, intercepted or stored on such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.
- There may be or eventually be storage limits associated with a particular hosted service. We may impose new storage limits or modify existing limits for the hosted services at any time, at our discretion, with or without prior notice, provided that the functionality of our products is nonetheless maintained.
Responsibility for Your Data
- You must ensure that your use of products and your data comply at all times with our Acceptable Use Policy and all applicable laws in your jurisdiction. You represent and warrant that product use by you and your authorized users does not violate the rights of third parties, including but not limited to intellectual property rights and privacy rights. Except as expressly stipulated herein, Agendrix assumes no responsibility or liability for your data, and you will be solely responsible for its transmission and use, and the making of back-up copies, as the case may be.
Suspension of Services
- Agendrix has no obligation to monitor any content uploaded to its products. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests we receive concerning third-party intellectual property rights, we may take all of the actions permitted in the Acceptable Use Policy. You will continue to be invoiced for the hosted service during the suspension period. We assume no liability to you for suppression of your data or for suspending your access to hosted services for the purpose of ensuring compliance with that policy or this Agreement.
- Hosted Services
Support and Maintenance
- Agendrix will provide support and maintenance services for its products during the term of this Agreement. Support includes the following: all authorized users will have access to technical support via instant messaging or email. Agendrix products being in software-as-a-service format, you will be granted access to new versions when these are implemented by Agendrix, at its sole discretion.
For Customers who have subscribed to Premium services only: We will provide a technical account manager at Agendrix to whom you may address technical questions or questions about the modification of options with regard to products chosen by the Customer. All communications with the technical account manager shall be via the email address provided or the following telephone number:
+1 (888) 982-9307
Agendrix undertakes to make reasonable efforts to respond to support and maintenance requests within a reasonable time, with the understanding that we will respond only during our office hours, i.e., from 9 a.m. to 5 p.m. in the Montreal time zone. Agendrix further reserves the right to refuse to respond to abusive or repetitive user requests.
Additional Support and Training
- Authorized users will be offered at least one training session by our experts, which session may be delivered in person or via means of telecommunication, at our sole discretion. Additional technical support or training services may be ordered by the Customer, at prices to be determined on a case-by-case basis by Agendrix. Where applicable, you will reimburse Agendrix for reasonable travel and accommodation expenses incurred. Agendrix will retain all intellectual property rights in connection with works or developments related to the training services we provide (for instance, training materials). Any training materials provided to you may be used only in the context of product use compliant with this Agreement.
- Except as otherwise expressly permitted under this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer or provide access to the products to a third party who is not an authorized user; (b) use the products for the benefit of any third party; (c) incorporate Agendrix products in a product or service you provide to a third party; (d) interfere with a license and rights control mechanism in the products, or otherwise circumvent any legitimate mechanism intended to limit your use; (e) reverse-engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any products; (f) remove or obscure any proprietary or other notice contained in any product; or (g) publicly disseminate information regarding the performance of the products.
Certification and Audits
- At our request, you undertake to provide a signed certification that you are using all products pursuant to the terms of this Agreement. You agree to allow us (or our authorized agent) to audit your use of the products, without prior notice. We will bear all out-of-pocket expenses that we incur for the audit, unless the audit reveals that you have exceeded the scope of use or otherwise defaulted on your obligations under this Agreement. You will provide reasonable assistance, cooperation and access to relevant data in the course of any audit, at your own expense. We may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly upon receipt. This remedy is without prejudice to any other remedies available to Agendrix under this Agreement or at law. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this section to such licensors.
Ownership and Feedback
- Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Agendrix and its subcontractors have and maintain all right, title and interest, including all intellectual property rights, in and to the products (including the no-charge products), their general appearance, any and all related or underlying technology, and any modification of or derivative work from the foregoing created by or for Agendrix. From time to time, you may choose to submit observations, information, questions, data, ideas, process descriptions, or other information to Agendrix, including sharing your modifications or in the course of receiving Support and Maintenance (“Feedback”). Agendrix may, in connection with any of its products, freely use, copy, disclose and exploit any Feedback in any manner, without any obligation, royalty or restriction based on intellectual property rights or otherwise. Product improvements that incorporate or implement Feedback shall remain the exclusive property of Agendrix.
- Source code on the products, reports on the performance or operation of the products, and related documents and know-how constitute confidential information of Agendrix. Data entered by the Customer and its authorized users constitutes confidential information of the Customer. The parties agree that they may exchange this confidential information, the party receiving it being the “receiver” for the purposes of the following.
Except as expressly authorized herein, a party shall keep the other party’s confidential information confidential and shall not use or disclose it. The non-disclosure obligation does not apply to information for which the receiver can document: (i) that it was rightfully in the receiver’s possession or known to the receiver prior to receipt of the confidential information; (ii) that it is or has become common knowledge through no fault of the receiver; (iii) that it was legitimately obtained by the receiver from a third party without breach of any confidentiality obligation; or (iv) that it was developed independently by employees of the receiver who had no access to such information. The receiver may also disclose confidential information if required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with the regulation or order, and with prior notice to the disclosing party). The receiver acknowledges that disclosure of confidential information would cause significant harm for which damages alone would not be a sufficient remedy; and that the disclosing party is therefore entitled to apply for an injunction in addition to any other remedies it might have at law in order to prevent or terminate such breach.
Term and Termination
Means of Termination
The Customer may terminate this Agreement, at its discretion, with two (2) days’ advance notice to Agendrix. To do so, click on the “Invoicing” button in your account and enter the necessary information there. If you terminate your contract, you will be invoiced for the current month, but you will not be invoiced subsequently.
The Customer may also modify the products ordered with two (2) days’ advance notice (including returning to the option of using no-charge products only). Such modification will take effect when said advance notice period expires. Such modifications will not terminate this contract, however.Agendrix may terminate this Agreement without cause, in its discretion, with sixty (60) days’ advance notice in writing to the Customer, which notice may be sent by email.Agendrix may also terminate this Agreement with five (5) days’ advance notice in writing to the Customer if the latter is bankrupt or places itself under the protection of companies’ creditors arrangement legislation, or if the Customer breaches one of its obligations under this Agreement and does not cure the breach before said five (5) day advance notice period expires.b.Effects of Termination.Except in the case of termination without cause by Agendrix, you will not be entitled to credits or refunds for the termination of your subscription, nor to reimbursement of any prepaid amounts.
- The Customer may terminate this Agreement, at its discretion, with two (2) days’ advance notice to Agendrix. To do so, click on the “Invoicing” button in your account and enter the necessary information there. If you terminate your contract, you will be invoiced for the current month, but you will not be invoiced subsequently.
Effects of Termination
- Except in the case of termination without cause by Agendrix, you will not be entitled to credits or refunds for the termination of your subscription, nor to reimbursement of any prepaid amounts.
- Any termination shall be without prejudice to any other remedies available under this Agreement, by law or otherwise. Once the Agreement has been terminated or has expired, you (and your authorized users) will no longer have any right to use and access products or any other information or materials that we make available to you under this Agreement, or your data. We may remove or delete your data within a reasonable time after termination of your subscription and we have no obligation to provide you with copies. The provisions of sections 19, 20, 23, 24, 25 and 28, in addition to those which must by their nature survive, shall survive any termination or expiration of this Agreement.
- Means of Termination
Warranty and Disclaimer
- Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
- All Products are supplied “as is”. You represent that you have received the necessary explanations and the opportunity to consult the features of the Agendrix products, and that these are entirely to your satisfaction. Agendrix and its suppliers expressly disclaim all express, implied or legal warranties of non-infringement, merchantability and fitness for a particular use. Moreover, Agendrix shall not be liable for delays, interruptions, service failures and other problems inherent to the use of the Internet and electronic communications or other systems outside the reasonable control of Agendrix. Agendrix makes no representation and offers no warranty to the effect that (a) the use of any products will be secure, timely, uninterrupted or error-free; (b) the products operate in combination with any other hardware, software, system or data; (c) the products will meet your requirements or expectations; (d) any stored data recorded will be accurate and reliable or that any stored data will not be lost or corrupted; (e) errors or defects will be corrected (except insofar as Agendrix is notified of the error or defect, there then being an obligation to take reasonable measures to correct it); or (f) the products and their operation will have no adverse effect on your systems.
- Signatory’s Authority
Limitation of Liability
- Except in cases of gross negligence, Agendrix or its suppliers shall on no account be held liable for any loss of use, lost or inaccurate data, failure of security mechanisms, service interruption, delay in delivery of services, nor for any consequential, punitive, special or incidental damage of any kind (including lost profits), even if informed of the possibility of such damage in advance.
Notwithstanding any other provision of this Agreement, Agendrix’s aggregate liability to you is twenty Canadian dollars ($20) for no-charge products, and is limited to the amount paid to Agendrix for its products in the twelve (12) months immediately preceding the claim in all other cases.
If you are a consumer, it is possible that the jurisdiction in which you are located restricts the limitations on liability set out in this section, in which case they will apply only to the extent permitted by law.
Relations with Third Parties
- You accept full responsibility and you undertake to indemnify and hold harmless Agendrix of all liabilities and claims (including reasonable lawyers’ fees and expenses for expert advice) related to your use of Agendrix services, taking into account (i) your contractual obligations to the authorized users; (ii) respect for the authorized users’ confidentiality and privacy; and (iii) the application of all laws and regulations governing the labour relations of your employees and those of your Affiliates. In all these cases, you undertake to cooperate fully and deliver all information required for the defence of Agendrix.
Third-Party Vendor Products
- Agendrix or third parties may from time to time make available to you third-party products or services, including but not limited to add-ons and plugins as well as implementation, customization, training and other consulting services. If you procure any of these third-party products or services, you do so under a separate agreement solely between you and the third-party vendor. Agendrix does not warrant or support third-party (non-Agendrix) products or services, regardless of whether they were or were not recommended to you by Agendrix, and disclaims all liability for such products and services. If you install or enable any third-party products or services for use as add-ons with Agendrix products, you acknowledge that Agendrix may allow the vendors of those products and services to access your data as required for the interoperation and support of such add-ons with the Agendrix products. Agendrix shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third-party add-ons.
Without restricting the generality of the foregoing, you can configure some of our products to transmit messages or notifications via email, social networking services (e.g., Facebook) or SMS. Agendrix disclaims all liability regarding the compatibility of such external modes of communication with its products, and offers no warranty that messages or notifications thus transmitted will be delivered without error or delay.
- With the exception of consumers, we may identify you as an Agendrix customer in our promotional documents and on our commercial website; in this regard, you allow us, among other things, to display your company name or one of your trademarks identifying you (including a design mark), at our discretion. You may request that we stop doing so by sending an email [email protected] any time. Please note that it may take us up to thirty (30) days to process your request.
Improving Our Products
- We are always striving to improve our products. In order to do so, we need to measure, analyze and aggregate how users interact with our products, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our products.
In the event of any dispute or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties.
For consumers: If the parties do not reach settlement within sixty (60) days, any unresolved dispute and any claim arising out of or relating to this Agreement shall be submitted to the courts of the province of Québec, or, but only if the legislation in force in the jurisdiction where you reside so requires, the courts of the locality where you reside.
For Customers that are not consumers: If the parties do not reach settlement within sixty (60) days, any unresolved dispute and any claim arising out of or relating to this Agreement shall be submitted solely to arbitration pursuant to the rules of the Quebec Code of Civil Procedure, as then in effect. The arbitration shall be settled by a single arbitrator. The parties shall seek to appoint an arbitrator who is acceptable to both parties. If the parties cannot agree on the choice of arbitrator, the arbitrator shall be appointed by the superior court of the district of Saint Francis, province of Quebec, at the request of either party. Arbitration will take place in Sherbrooke, Quebec, Canada. The language of the arbitration shall be French.
- In the event of any dispute or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties.
- This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and the laws of Canada that apply hereto, without reference to the conflict-of-law provisions of private international law.
- Nothing in this Agreement shall prevent Agendrix from seeking injunctive relief with respect to a violation of its intellectual property rights, or enforcement or recognition of any award or order in any other appropriate jurisdiction.
- Dispute Resolution
Changes to this Agreement
- The components of this contract that could be subject to unilateral modification are the following: prices, the Acceptable Use Policy, the Personal Information Protection Policy and sections 11, 12 and 14 hereof. In order to make such modifications,
- i) Agendrix must send the consumer a written notice at least 30 days before the modification comes into force via your Agendrix account or by email, containing solely the new clause or the modified clause with the former version thereof, the date on which the modification comes into effect and the consumer’s rights set out in paragraph ii) below.
- ii) The consumer may refuse such modification and terminate the Agreement without charge, penalty or termination payment, by sending Agendrix a notice to that effect no later than 30 days after the date the modification comes into effect, if the modification entails an increase in the consumer’s obligation or a reduction in the obligation of Agendrix.
For Customers other than consumers:
- We may update or modify this Agreement from time to time, including any referenced policies and other ancillary documents.
- Concerning invoiced products, we will give you at least five (5) days’ advance notice in writing, transmitted via your Agendrix account or by email. The modified version will come into effect on the 6th day following dispatch of said notice. If you object to the updated Agreement, you may choose to terminate the Agreement by written notice in accordance with Section 18 hereof.
- For consumers:
Relationship Between the Parties
- The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or creating any other form of legal association that would give one party the explicit or implied right, power or authority to create any duty or obligation of the other party.
- Any notice under this Agreement shall be issued in writing. We may provide notice to you by email or via your account. Our notices to you will be deemed given on the first business day in the province of Quebec, Canada, after we issue them. You must send your notices to Agendrix by mail at “Agendrix, 2713 Beaudry, Sherbrooke, QC, Canada, J1L 2N9, attn: Legal Department”. Your notices to us will be deemed given upon our receipt. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. This Agreement constitutes the entire agreement between you and Agendrix relating to the products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld at our complete discretion without any requirement to provide any explanation). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall it deprive the party of any other right or remedy under this agreement.