Terms of Service

These Terms and Conditions ("Terms") govern the provision of software and services by In8Sync to Client. Together with the applicable Software Services Agreement and all referenced Exhibits, these Terms form the complete and binding Agreement ("Agreement") between In8Sync and Client.

1. Engagement of Services

1.1 Scope of Services

Company shall provide the software and perform the services as outlined in this Agreement. Any services not expressly described herein or in the finalized Implementation Scope confirmed during the Project Planning Meeting ("PPM") shall require a separate written agreement or an approved Change Request pursuant to Exhibit D. Client agrees to the Company Engagement Policy.

2. Compensation

2.1 Fees and Payment

Subject to the terms of this Agreement, Client shall pay Company the fees specified herein for the software and services provided.

2.2 Expense Reimbursement

Company shall be reimbursed only for expenses that are either: (a) expressly authorized under this Agreement; or (b) approved in advance in writing by Client, provided that Company submits reasonable documentation for such authorized expenses as requested by Client.

3. Ownership of Work Product

3.1 The Company Work Product

Client acknowledges that Company retains all rights, title, and interest in and to the In8Sync software solutions and underlying platform provided pursuant to this Agreement (the "Company Work Product"), including all associated copyrights, trademarks, trade secrets, and other intellectual property rights. Any materials, data, content, or other intellectual property supplied by Client to Company ("Client Materials") shall remain the exclusive property of Client.

For clarity, any customizations, configurations, or enhancements developed by Company, whether included in the initial scope or delivered through a Change Request, shall be deemed part of the Company Work Product and shall not be considered Client materials.

4. Grant of Use License

4.1 License Grant

Subject to the terms of this Agreement, Company grants Client a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Company Work Product solely for Client's internal business purposes during the term of this Agreement.

4.2 Revocation

This license may be revoked upon breach or termination of this Agreement.

5. Limitations to Use License

5.1 Permitted Use

Client may use the software and services solely: (a) in a manner and for the purposes for which they were designed, based on specifications published or communicated by Company; (b) in accordance with this Agreement and all applicable laws; and (c) on Client's own data for internal business purposes only—not for the benefit of third parties.

5.2 Restrictions on Use

Unless expressly authorized in writing by Company, Client shall not:

• Copy, reproduce, sublicense, rent, transfer, or disclose any portion of the software or services;
• Post, transmit, or upload unlawful, harmful, or inappropriate content;
• Remove or alter any proprietary markings; or
• Sell, assign, lease, market, or otherwise transfer rights to any portion of the software or services.

5.3 Prohibited Activities

Prohibited uses include, without limitation:

• Reverse engineering, decompiling, or modifying the software or services;
• Inspecting the software using debugging or memory tools;
• Allowing unauthorized access or use;
• Bypassing security controls; or
• Exporting or distributing electronic copies by any means.
• Using the software or services for benchmarking, competitive analysis, or development of competing products;
• Modifying, altering, or extending any customizations delivered by Company except through an approved Change Request.

5.4 Content Removal

Company may remove any content from the software without prior notice if it: (a) violates this Agreement; or (b) poses a risk to system integrity, security, or other users. Where feasible, Company will notify Client of such removal.

5.5 License Scope

This Agreement grants Client a limited, non-transferable license to use the software and services. It does not convey ownership.

5.6 User Compliance

Client is responsible for ensuring that all authorized users comply with the terms of this Agreement.

6. Client Cooperation

Client acknowledges that the successful and timely delivery of the software and services is contingent upon Client's active and good faith cooperation.

6.1 Timely Responses

Client shall respond promptly to In8Sync's reasonable requests for information, documentation, or approvals, and shall not unreasonably withhold or delay such responses. Client acknowledges that delays may impact project timelines and service delivery.

6.2 Access and Availability

Client shall make available to In8Sync, at mutually agreed times: (a) qualified personnel; and (b) sufficient access to Client's systems and environments necessary for In8Sync to perform its obligations, provided such access does not unreasonably disrupt Client's business operations.

6.3 Project Manager Designation

Client shall designate at least one (1) employee or consultant, reasonably acceptable to In8Sync and possessing relevant subject matter expertise, to serve as the primary point of contact and project manager ("Project Manager"). Each Party shall provide the other with the name and contact information of its respective Project Manager.

7. Changes to Software, Services, and Agreement

7.1 Software and Services Modifications

In8Sync may make changes it deems necessary, desirable, or beneficial, including but not limited to changes intended to:

• Maintain or enhance the quality or delivery of In8Sync's software or services;
• Improve the competitive positioning or marketability of In8Sync's offerings;
• Increase cost efficiency or performance; or
• Ensure compliance with applicable laws or regulations.

7.2 Material Feature Changes

If any such change results in the removal of features in a manner that materially alters the functionality of the software or services: (a) In8Sync shall provide written notice to Client; and (b) such changes shall take effect thirty (30) days after notice is provided, unless Client delivers written notice of its intent to terminate the Agreement within that thirty (30) day period, in which case the Agreement shall terminate at the end of that period.

Material feature changes refer solely to standard out-of-box functionality and do not apply to customizations delivered under this Agreement or through Change Requests.

7.3 Agreement Amendments

In8Sync may, at any time and in its sole discretion, amend or modify the terms of this Agreement, including adjustments to fees, unless otherwise agreed in writing by both parties. Any such amendments or modifications shall become effective thirty (30) days after written notice is provided to Client, unless Client notifies In8Sync of its intent to terminate the Agreement within that thirty (30) day period, in which case the Agreement shall terminate at the end of that period.

Any Client-requested changes to functionality shall be governed by Exhibit D – Change Request Protocol.

8. Aggregated Data

8.1 License and Use

In8Sync is granted a non-exclusive, royalty-free, worldwide license to use Aggregated Data solely for internal business purposes, including improving the software or services, analyzing usage patterns, and other legitimate operational activities. In8Sync shall not sell, license, disclose, or otherwise use Aggregated Data for external revenue-generating purposes.

For clarity, In8Sync does not own Client Data—defined as any information entered or uploaded by Client or its users into the software, including user profiles, configurations, and transactional records. Customizations developed under the Implementation Scope or through approved Change Requests do not alter the ownership of Client Data or Aggregated Data.

In8Sync may use Aggregated Data to develop software enhancements or derivative features, and such enhancements may be commercialized as part of In8Sync's standard offerings. This shall not be considered external monetization of Aggregated Data, provided that the Aggregated Data itself is not sold, licensed, or disclosed.

8.2 Anonymization and Privacy

If Aggregated Data contains Personal Data, In8Sync may retain and use such data only in an anonymized format, aggregated with similar data collected from other clients or users. In8Sync shall ensure that such anonymization removes all identifiers and cannot reasonably be used to re-identify any individual or Client.

8.3 Business Use

In8Sync may use Aggregated Data to operate and improve its business, including—but not limited to—software optimization, usage analysis, internal reporting, and marketing strategy. In8Sync shall not disclose any confidential information of Client or any person, nor shall it use Client Data except as expressly permitted under this Agreement.

8.4 Derivative Works and Enhancements

In8Sync shall own all rights, title, and interest in any updates, enhancements, improvements, or derivative works to the software or services developed using Aggregated Data, including anonymized usage patterns, performance metrics, or configuration trends. Such developments shall not be considered Client Data, and In8Sync shall have no obligation to disclose or license them to Client beyond the scope of this Agreement.

9. Credit; Links; Trademarks

9.1 Website Attribution

If the software or services include a publicly accessible website, the homepage shall display the credit "Produced by In8Sync" or an alternative credit reasonably agreed upon by both parties. This credit shall include a hyperlink to In8Sync's homepage.

9.2 Trademark Usage

Neither Party shall use the other Party's name, logo, or trademark for any public-facing marketing, promotional, or advertising purpose—including websites, press releases, or external presentations—without obtaining prior written consent in each instance. Notwithstanding the foregoing, In8Sync may use Client's name and logo for internal business purposes, including internal presentations, training materials, and NetSuite-related documentation or solution listings. In8Sync may also include Client's name (without logo) in non-public client lists shared with NetSuite or used for internal reporting and business development.

10. Security and Data Protection

10.1 Client Responsibilities

Client shall be solely responsible for implementing and maintaining security measures within its own systems, environments, and user accounts. In8Sync does not prescribe or monitor Client's internal security practices. Examples of security measures that may be appropriate include, but are not limited to:

• Two-factor authentication
• IP address restrictions
• Role-based access controls
• Data encryption and audit logging

Client acknowledges that the adequacy of such measures is determined by its own risk tolerance, regulatory obligations, and operational needs. Security misconfigurations or failures within Client's systems are not considered Support issues and may be addressed only through billable services.

10.2 In8Sync Responsibilities

In8Sync shall maintain commercially reasonable security practices for its own infrastructure, including systems used to deliver licensed software and services. In8Sync shall not be liable for any data breach, unauthorized access, or other security incident arising from Client's failure to implement or maintain adequate safeguards within its own systems.

10.3 Breach Notification

Each Party shall promptly notify the other upon becoming aware of any known or suspected data breach affecting shared systems, environments, or integrations. Notification shall include a summary of the incident, known impact, and any immediate mitigation steps taken.

10.4 Acknowledgment of Risk Allocation

By entering into this Agreement, Client acknowledges and agrees that: (a) In8Sync is not, and shall not be, liable for any data breach, security incident, or unauthorized access affecting Client's systems, including but not limited to NetSuite or In8Sync-hosted environments; and (b) Responsibility for the protection, monitoring, and mitigation of security risks within Client's systems rests solely with Client.

11. GDPR

11.1 Processor Classification

Pursuant to the definition of "Processor" under Article 4 of the General Data Protection Regulation (GDPR)—"Processor means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller"— Based on the architecture of the licensed software and the operational model described herein, In8Sync, LLC does not access, store, or process personal data on behalf of Client in a manner that would classify In8Sync as a GDPR Processor.

11.2 Data Handling Scope

In8Sync solely facilitates the automated, direct transfer of information between systems owned and controlled by Client, without the use of external third-party software. In8Sync does not store, copy, access, or otherwise process personal data from Client systems. All data remains within Client's environment, and In8Sync's role is limited to enabling secure, system-to-system transmission initiated and governed by Client.

12. Accessibility and ADA Compliance

12.1 Accessibility Commitments

In8Sync shall use commercially reasonable efforts to:

• Ensure that all user-facing interfaces—including customer portals, order forms, and dashboards—support screen reader compatibility and keyboard navigation;
• Maintain sufficient color contrast ratios and scalable typography for visually impaired users;
• Avoid reliance on color alone to convey information or status;
• Provide alt text for all non-decorative images and icons; and
• Ensure that modal dialogs, forms, and interactive elements are accessible via assistive technologies.

12.2 Ongoing Compliance and Review

In8Sync shall:

• Include accessibility testing for all major releases;
• Prioritize feedback from users with disabilities in its support and enhancement roadmap;
• Triage and address accessibility issues reported through support channels in accordance with severity levels; and
• Periodically review accessibility compliance and engage third-party evaluators as appropriate.

13. Representations and Warranties

13.1 Company Representations

Company represents and warrants that it has the full right and unrestricted ability to assign the Work Product to Client as set forth in Section 4, including without limitation the right to assign any Work Product created by Company or its employees.

13.2 Client Representations

As of the Effective Date, Client represents and warrants that it has independently evaluated, tested, and examined the software and services, and has determined that they are suitable for Client's intended use and requirements.

13.3 Assumption of Risk

Client assumes all responsibility and risk related to the selection and suitability of the software and services. In8Sync shall have no liability for any issues arising from such selection or use.

13.4 Data Responsibility

Client is solely responsible for all data: (a) provided by Client or on Client's behalf to In8Sync; or (b) incorporated into or stored within the software or services by Client or on Client's behalf. In8Sync shall have no liability for such data.

14. Disclaimer of Warranty

14.1 General Disclaimer

Except as expressly set forth in this Agreement, Company makes no representations or warranties of any kind—express, implied, statutory, or otherwise—and does not guarantee any specific result, effectiveness, or performance of the software or services.

14.2 "As Is" Provision

All software and services are provided "as is," and any implied warranties, including without limitation:

• Implied warranty of merchantability;
• Implied warranty of fitness for a particular purpose; and
• Implied warranty of non-infringement

are expressly disclaimed.

15. Force Majeure

15.1 Excused Performance

Neither Party shall be liable for any delay or failure in performance resulting from circumstances beyond its reasonable control, except for payment obligations for services already rendered or contractually committed prior to the disruption. Such circumstances may include, without limitation:

• Acts or omissions of the other Party or third parties;
• Fire, flood, or other casualty;
• Acts of God;
• Strike or labor dispute;
• War, terrorism, or other violence; or
• Any law, order, or requirement of any governmental authority.

15.2 Mitigation and Continuity

Each Party shall make diligent and continuous efforts to overcome the disruption and resume performance.

15.3 Extended Disruption

If the disruption continues for more than thirty (30) consecutive days, Client shall have the right to terminate this Agreement upon written notice to Company.

16. Independent Company Relationship

16.1 Status of Relationship

Company's relationship with Client is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employment relationship between the Parties.

16.2 Employee Benefits

Company shall not be entitled to any benefits that Client may offer to its employees, including but not limited to:

• Group health or life insurance;
• Profit-sharing; or
• Retirement benefits.

16.3 Authority Limitations

Company is not authorized to make any representation, contract, or commitment on behalf of Client unless expressly requested or authorized in writing by an officer of Client. Client shall not hold itself out as having authority to bind In8Sync or make commitments on In8Sync's behalf.

16.4 Tax Obligations

Company is solely responsible for: (a) filing all required tax returns and making all payments to federal, state, and local tax authorities related to the performance of services and receipt of fees under this Agreement; and (b) maintaining adequate records of expenses incurred in the course of performing services under this Agreement. No portion of Company's compensation shall be subject to withholding by Client for the payment of any taxes.

17. Confidential Information

17.1 Mutual Obligation of Confidentiality

Each Party ("Receiving Party") agrees to hold in strict confidence all Confidential Information of the other Party ("Disclosing Party") and shall not disclose such Confidential Information to any third party except as expressly permitted under this Agreement or with the prior written consent of the Disclosing Party.

17.2 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, electronic, or in any other form, that is clearly and conspicuously marked or identified as "CONFIDENTIAL" or "PROPRIETARY," or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. For clarity, Aggregated Data and Company Work Product are not considered Client Confidential Information.

17.3 Exclusions

The obligations under this Section shall not apply to any portion of the Confidential Information that the Receiving Party can demonstrate through competent documentation:

• Was in the public domain at the time it was disclosed by the Disclosing Party;
• Entered the public domain through no fault of the Receiving Party after disclosure;
• Was in the Receiving Party's possession free of any obligation of confidence at the time of disclosure;
• Was rightfully received from a third party without obligation of confidentiality;
• Was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or
• Was disclosed by the Disclosing Party to an unaffiliated third party without obligation of confidentiality.

17.4 Legal Disclosure

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid order of a court or governmental authority, provided that (to the extent legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking protective treatment of such information.

17.5 Ownership, Control, and Return

All Confidential Information remains the sole and exclusive property of the Disclosing Party or its licensors, suppliers, or customers. In8Sync does not store or retain Client Confidential Information outside of the Client's NetSuite environment unless explicitly authorized in writing. If either Party receives or temporarily accesses the other Party's Confidential Information outside agreed systems (including via email, file transfer, or support ticket), such information shall be handled in accordance with this Agreement and, upon written request, promptly returned or securely destroyed, subject to any legally required retention.

17.6 Survival

The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of five (5) years.

18. Indemnification

18.1 Client Indemnification Obligations

Client shall indemnify, defend, and hold harmless In8Sync, its affiliates, and each of their respective officers, directors, employees, contractors, agents, and representatives (collectively, the "In8Sync Indemnified Parties") from and against any and all claims, demands, causes of action, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Client's use or misuse of the Software or Services; (b) Client's breach of this Agreement; (c) Client Data, including any allegation that Client Data infringes, misappropriates, or violates any intellectual property, privacy, or other rights of a third party; (d) Client's failure to comply with applicable laws, regulations, or industry standards; (e) acts or omissions of Client or its users, contractors, or agents in connection with the Software or Services; (f) any unauthorized modification, extension, or alteration of the Software or customizations.

18.2 Control of Defense

In8Sync shall have the right, but not the obligation, to participate in the defense of any claim subject to indemnification at its own expense, and Client shall not settle any claim in a manner that imposes any obligation, admission of fault, or restriction on In8Sync without In8Sync's prior written consent.

18.3 In8Sync Indemnification Obligations

In8Sync shall indemnify Client solely against third-party claims that the unmodified Software, as provided by In8Sync and used in accordance with this Agreement, directly infringes a valid U.S. intellectual property right, provided that (i) Client promptly notifies In8Sync in writing of the claim; (ii) In8Sync has sole control over the defense and settlement; and (iii) Client fully cooperates in the defense.

In8Sync shall have the right, at its option and expense, to: (a) modify the Software to make it non-infringing; (b) replace the Software with functionally equivalent software; or (c) terminate the affected portion of the Agreement.

19. Limitations on Liability

19.1 Aggregate Liability Cap

Except to the extent: (a) resulting from In8Sync's gross negligence or intentional misconduct; or (b) arising from a breach of In8Sync's obligations under indemnification, confidentiality, or applicable data protection laws, In8Sync's aggregate liability for all claims, losses, liabilities, or damages in connection with this Agreement—whether arising from breach of contract, tort, or any other legal theory—shall be limited to the total amount of fees paid to In8Sync for the specific item of work giving rise to the liability, as set forth in the applicable Quote or Software Services Agreement, and shall expressly exclude any unrelated fees paid under this Agreement.

19.2 Exclusion of Certain Damages

Neither Party shall be liable for any:

• Lost profits;
• Consequential, indirect, incidental, punitive, exemplary, or special damages,

except to the extent such damages result from that Party's gross negligence or intentional misconduct.

20. Term and Termination

20.1 Term

The initial term of this Agreement shall be as set forth for the software and services indicated and agreed upon in the Software Services Agreement, unless earlier terminated as follows:

20.2 Termination by Client

Client may terminate this Agreement:

• (a) upon thirty (30) days' written notice in the event of a material breach by Company, provided such breach remains uncured at the end of the notice period;
• (b) immediately, at Client's sole discretion, in the event of Company's material breach of Section 14 ("Confidential Information") or Section 21 ("Noninterference with Business");
• (c) upon sixty (60) days' written notice to Company for any reason; or
• (d) as otherwise provided in this Agreement, including linked policies incorporated by reference.

20.3 Termination by Company

In8Sync may terminate this Agreement:

• (a) upon thirty (30) days' written notice if Client materially breaches the Agreement and fails to cure within the notice period;
• (b) immediately if Client's conduct creates legal exposure, reputational harm, or violates confidentiality, data protection, or applicable law;
• (c) upon sixty (60) days' written notice for convenience, provided that In8Sync shall engage in good faith discussions with Client during the notice period to explore alternative arrangements or transition options; or
• (d) as otherwise expressly provided in this Agreement.

20.4 Obligations Upon Termination

In the event this Agreement is terminated by either Party for any reason:

• Client shall pay all accrued and unpaid charges for software and services provided through the effective date of termination;
• If Client is on a quarterly or semiannual billing schedule and has not paid the full annual license fee, the remaining balance of the annual license fee shall become immediately due and payable upon termination;
• No refund shall be provided under this Agreement;
• Client's licenses to use the software and services shall terminate as of the effective date of termination, except as expressly stated in this Agreement.

All payments made by Client under this Agreement are deemed earned upon receipt and are irrevocable, non-refundable, and non-creditable under any circumstances—including early termination.

21. Noninterference with Business

21.1 Non-Solicitation and Non-Interference

During the Term of this Agreement and for a period of two (2) years thereafter, neither Party shall, directly or indirectly, interfere with the other Party's business relationships, operations, or reputation. This restriction does not apply to ordinary-course business communications.

21.2 Personnel Protections

Without limitation, neither Party shall solicit, induce, or encourage any employee, contractor, or other representative of the other Party to terminate, breach, or otherwise alter any employment, contractual, or business relationship with that Party. This restriction does not apply to general, non-targeted job postings.

22. Non-Disparagement

22.1 Mutual Non-Disparagement

During the Term of this Agreement and at all times thereafter, neither Party shall make or cause to be made any statements, representations, or communications, whether written, oral, or otherwise, that could reasonably be interpreted to disparage, defame, or otherwise harm the reputation, goodwill, or business interests of the other Party. This restriction does not apply to truthful statements required by law, regulatory inquiry, arbitration, or internal business communications.

22.2 Scope of Restriction

This restriction applies to direct and indirect communications, including those made publicly or privately, and regardless of the medium or forum.

23. Arbitration Requirement

23.1 Mandatory Arbitration / Venue

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be resolved exclusively by binding arbitration. The arbitration shall be conducted in Mesa County, Colorado, unless the Parties mutually agree in writing to an alternative location or virtual arbitration format.

23.2 Governing Rules

The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

23.3 Arbitrator Authority and Limitations

The arbitrator shall have no authority to:

• (a) award injunctive, equitable, or non-monetary relief of any kind;
• (b) award punitive, exemplary, or consequential damages; or
• (c) award damages that exceed, circumvent, or otherwise conflict with the limitations of liability, exclusions of damages, or risk allocations set forth in this Agreement.

23.4 Finality

The arbitrator's decision shall be final and binding upon the Parties, and each Party waives any right to trial by jury or to participate in any class, collective, or representative action relating to any dispute covered by this Section.

23.5 Time Limits for Claims

Client acknowledges and agrees that any demand for arbitration must be initiated: (a) within one (1) year from the date the Client became aware, or reasonably should have become aware, of the facts giving rise to the alleged liability; and (b) in no event later than two (2) years after the cause of action accrued.

23.6 Waiver of Court Proceedings

By agreeing to arbitration, both Client and Company acknowledge that they are waiving the right to have any dispute resolved in a court of law before a judge or jury, and instead accept arbitration as the exclusive method of dispute resolution.

24. Survival

24.1 Surviving Provisions

The rights and obligations set forth in the following Sections shall survive any termination or expiration of this Agreement:

• Section 3 ("Ownership of Work Product")
• Section 13 ("Representations and Warranties")
• Section 17 ("Confidential Information")
• Section 18 ("Indemnification")
• Section 19 ("Limitations on Liability")
• Section 21 ("Noninterference with Business")
• Section 23 ("Dispute Resolution")

These provisions shall remain in full force and effect notwithstanding the termination or expiration of this Agreement.

25. Successors and Assigns

25.1 Assignment Restrictions

Client shall not subcontract, assign, or otherwise delegate any of its obligations under this Agreement without the prior written consent of Company. In8Sync may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Client may not assign this Agreement to any competitor of In8Sync.

25.2 Binding Effect

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Client and its successors and assigns, and shall be binding upon Company and its permitted successors and assigns.

26. Notices

26.1 Notice Requirements

Any notice required or permitted under this Agreement shall be in writing and deemed duly given as follows:

• Upon personal delivery;
• One (1) business day after deposit with a nationally recognized overnight courier, with written confirmation of delivery; or
• Upon transmission by email or facsimile, provided that the sender receives confirmation of delivery or transmission success (e.g., sent status or fax confirmation), regardless of whether the recipient opens or reads the message.

26.2 Notice Addresses

Notices shall be sent to the addresses specified in this Agreement, or to such other address as either Party may designate in writing.

27. Governing Law

27.1 Jurisdiction

This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Colorado.

28. Severability

28.1 Preservation of Agreement

If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect and shall not be affected or impaired thereby.

28.2 Replacement Clause

The Parties agree to negotiate in good faith to replace any such provision with a valid and enforceable provision that most closely reflects the original intent.

29. Waiver

29.1 No Implied Waiver

No waiver by either Party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

29.2 Written Requirement

A waiver shall be effective only if made in writing and signed by the waiving Party.

29.3 Preservation of Rights

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.

30. Entire Agreement

30.1 Integration Clause

This Agreement, together with any documents or instruments referenced, incorporated herein, or attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, or communications relating to such subject matter.