The following are the terms
and conditions for use of the BrowserHawk To-Go service described herein (the
"Service") between cyScape, Inc. ("cyScape") and you
(either an individual or a legal entity that you represent as an authorized
employee or agent) ("You"). Please read this carefully. BY CLICKING
THE "I ACCEPT" OPTION, COMPLETING THE REGISTRATION PROCESS AND/OR
USING THE SERVICE OR ACCESSING ANY OF ITS FILES, YOU ARE STATING THAT YOU AGREE
TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE
("AGREEMENT"). The Service is offered to you conditioned on your
acceptance without modification of the terms, conditions, and notices contained
herein.
1. DEFINITIONS
"Account" refers
to the billing account for the Service. All Authorized Domains linked to a
single Account will have their activity aggregated prior to determining the
charge for the Service for that Account.
"Websites" means
one or more web sites that You own and control, and
which are listed in Your Authorized Domains.
"Web Pages" means
one or more web pages or other content that are part of Your Websites from
which You use the Service.
"Site Visitors"
mean one or more visitors to Your Web Pages, either human or automated.
"Authorized
Domains" refers to the base domain names of the Websites that You use the Service in conjunction with. For example, if Your Account is configured to
use the Service with the Websites www.mysite.com and www.mysite.org, then
mysite.com and mysite.org are Authorized Domains for Your Account.
"Customer Data"
means the data concerning the characteristics and activities on Your Web Pages
by Site Visitors and or their browsers and systems or other data, which is gathered
through use of the Service Tags and or Page Instrumentation and or other
aspects of the Service, and then transmitted to the cyScape Servers and stored
by the Processing Software, or transmitted to Your Servers.
"Service Tag"
refers to one ore more JavaScript include tags, JavaScript, HTML code, or other
such text or code that cyScape authorizes You to add to Your Websites in order
to use the Service. Service Tags typically include a URL that accesses the Page
Instrumentation and or Processing Software along with parameters that identify
Your Account and in some cases account options.
A "Request" is a unit
of measurement for usage of the Service for which You
are billed. A Request occurs once per Caching Period once a Site Visitors
access Web Pages that contains a Service Tag. Web Pages that contain multiple
Service Tags generate one Request per Caching Period per Service Tag in the Web
Page for each Site Visitor that accesses the page. Note that Requests made over
the HTTPS secure protocol count as five Requests for billing purposes.
"Caching Period"
is the amount of time that a browser or other such agent caches the Page
Instrumentation for reuse as needed during Site Visitor sessions, without retrieving
or requesting another copy from the Servers. It is anticipated that the Caching
Period for the Service Tags will be 24 hours. In actuality this can be longer
or shorter, and in some cases the Caching Period may be ignored all together or
reset, based on the Site Visitor's browser settings, computer settings, Web
Site activity, and/or the networks and systems or protocols that connect the Site
Visitor to Your Websites and or the cyScape Servers, which can result in
multiple Transactions from the same Site Visitor during their session.
A "Transaction"
is another unit of measurement for usage of the Service for which you are
billed. A Transaction occurs when certain features of the Service are used.
Some examples of a Transaction include using the browser troubleshooting tool
to test a Visitor's browser and display their test results, emailing the test
results back to Your help desk, and logging a record
containing Customer Data or other data to the cyScape Servers.
"Processing
Software" means the proprietary BrowserHawk Software and related code and
systems that constitute or support the Service, including the Page Instrumentation,
and any all upgrades to such, including the systems which track and or analyze
the Customer Data, provides and or displays information about the Customer Data
and or generates the Reports.
"Page Instrumentation"
means the proprietary cyScape JavaScript, HTML, and other code that is
referenced by the Service Tags or otherwise accessed and used for the purpose
of collecting and analyzing Customer Data and or providing this information to
You or Your Websites or to visitors of Your Websites, together with any fixes,
updates and upgrades provided to You (collectively, the "Page
Instrumentation").
"Report" means
the resulting analysis of the Customer Data.
"cyScape
Servers" means the servers controlled by cyScape upon which the Processing
Software, Page Instrumentation and Customer Data are generated, stored, and/or
processed.
"Your
Servers" means the servers controlled by You that you designate the Page
Instrumentation to transmit data to for storage or processing outside of the cyScape
Servers.
"Software" means
the Page Instrumentation, Processing Software, BrowserHawk Software, and all
underlying software that constitutes the Service.
"Fee Schedule"
refers to the list of pricing for which You are billed, based on the number of
Requests and Transactions used, or other such usage or actions of the service, which
You agree to pay in a timely manner. The current Fee Schedule is available at www.cyscape.com/products/bhtg/pricingdetails.aspx.
"Service Fees"
refers to the amount of charges You incurred through
Your use of the Service, as set forth by the Fee Schedule.
"Documentation"
means any accompanying proprietary documentation made available to You by cyScape for use with the Service, including any
documentation available online or otherwise.
"Samples" means
any sample web pages, files, tutorials, or any learning aids in any form of
media, made available to You by cyScape to help guide
you in learning how to use the Service.
2. FEES AND SERVICES.
Subject to Section 15
herein, the Service is provided for a fee as determined by the Fee Schedule as
posted on the cyScape web site and or as otherwise presented to You by cyScape.
cyScape may change its Fee Schedule and
payment policies for the Service from time to time including but not limited to
the addition of costs for new features, enhancements, support, and additional
storage. Any changes to the fees or payment policies are effective as set by
cyScape and such notice will be emailed to You or
posted at www.cyscape.com (or such other URL cyScape may provide from time to
time). All fees are quoted in U.S. Dollars. Any outstanding balance becomes
immediately due and payable upon termination of this Agreement for any reason
and any collection expenses (including attorneys' fees) incurred by cyScape
will be included in the amount owed, and may be charged to the credit card or
other billing mechanism associated with Your account.
At the beginning of each
month, cyScape will charge Your Account for the previous month's use of the Service
in the amount of the Service Fees, and will send you a detailed statement showing
the charges, including the number of Requests and Transactions processed.
These charges may be paid
by credit card, check, or wire transfer. If paying by credit card, You hereby grant cyScape permissions to charge Your credit
card each month for the Services Fees. Or, you may elect to have cyScape charge
your credit card for an amount You specify as an advanced payment to receive a
credit balance on your account, for which cyScape will then each month deduct
the Service Fees from your credit balance.
If paying by check or wire
transfer, you must make an advanced payment equal to at least one year's
anticipated Service Fees prior to using the Service as a credit on Your
Account. Each month cyScape will then
deduct the prior month's Service Fees from your credit balance.
Payment for the previous
month's Service is due in full on the first day of each month. In the event
that payment becomes past due 10 (ten) or more calendar days, cyScape may, at
its sole discretion, suspend or permanently cancel Your Account and render the
Service inoperable for Your Authorized Domains, with or without notice. If Your
Account is suspended or cancelled, You agree not to create a new Account and to
refrain from using the Service in any way until all fees owed by You are paid
in full and You have received written notice from cyScape that You may resume
using the Service.
There is no minimum Service
commitment, so You may cancel and discontinue using
the Service at any time. No refunds or compensation will be provided for any reason.
To discontinue the Service, you must immediately remove all Service Tags from
Your Web Sites and ensure that no further Requests or Transactions occur. Otherwise you will still be billed for the
Service Fees which result from Requests and/or Transactions which continue to
be received. In the event that Your
Account is delinquent more than thirty days and Requests or Transactions are
still being received despite cyScape's request to discontinue
using the service, cyScape may use the Service to publicly display a warning or
error message in your Web Sites alerting that Your Account has expired and to
refrain from using the Service to prevent additional charges from occurring.
Before doing so, cyScape will attempt to contact you by phone or email to make
a final request that any outstanding balance be paid and that You refrain from using the Service.
3. MEMBER ACCOUNT, PASSWORD, AND SECURITY
To register for the
Service, You must complete the registration process by providing cyScape with
current, complete and accurate information as prompted by the registration
form, including Your e-mail address, name, and
organization name, and cyScape shall issue You a password. You shall protect Your password and take full responsibility for Your own, and
third party, use of Your Account. You are solely responsible for any and all
activities that occur under Your Account. You agree to notify cyScape immediately
upon learning of any unauthorized use of Your Account or any other breach of
security. From time to time, cyScape's support staff
may log in to or otherwise access Your Account and Customer Data in order to
maintain or improve service, including to provide You
assistance with technical or billing matters. You hereby acknowledge and
consent to such access.
You may sign up for a Demo
account to try out the service at no charge. You agree that you will only use a
Demo account in conjunction with local web sites that are used for testing
purposes only, and which are not publicly accessible, or that are not
accessible to others for production purposes, and that You will restrict the
use of the Service to web sites accessed using a host name of "localhost" or "127.0.0.1".
4. NONEXCLUSIVE LICENSE
cyScape hereby grants You a limited,
revocable, non-exclusive, non-sublicensable license
to install, copy and use the Service Tag solely as necessary to use the Software
solely in conjunction with the Service from Your Websites, and this license
does not include any right to use the Software in any way outside of the
Service.
Subject to the terms and
conditions of this Agreement, You may remotely access, view, download and
upload Your data associated with Your Account to the
Servers. Your license of, use of and access to the Software and the Service
(which may include, without limitation, the Software, Documentation, Samples
and the Reports) is conditioned upon Your compliance
with the terms and conditions of the Agreement, including the following:
You will not, nor will You
allow, any third party to (i) copy, modify, adapt,
translate or otherwise create derivative works of the Page Instrumentation or Software
or the Documentation, nor download the Page Instrumentation or store it; (ii)
reverse engineer, de-compile, disassemble or otherwise attempt to discover the
source code of the Software, except as expressly permitted by the law in effect
in the jurisdiction in which You are located; (iii) rent, lease, sell, assign
or otherwise transfer rights in or to the Page Instrumentation or Software or Documentation;
(iv) remove any proprietary notices or labels in the Page Instrumentation or Software
or Documentation; or (v) use, post, transmit or introduce any device, software
or routine which interferes or attempts to interfere with the operation of the Page
Instrumentation, Service or the Software. You will use the Page
Instrumentation, Software, Service and Reports solely for Your own internal use
and or for the betterment of the web site experience delivered by Your Websites
and or to help visitors to Your Websites that require troubleshooting
assistance with Your Websites or that need to check if they meet the operating
requirements of Your Websites, and will not make the Software or Service
available for timesharing, application service provider, middleware, Software
as a Service (SaaS) or service bureau use. You will
comply with all applicable laws and regulations in Your
use of and access to the Documentation, Software, Service and Reports.
Furthermore You agree not to add to Your Authorized Domains any web sites that You
do not own or control, unless You have express permission from the site owner
to do so, and agree to promptly remove such sites from Your Authorized Domains
upon request from cyScape or the site owner.
This license will terminate
immediately if You fail to comply with the terms of
this Agreement. Upon such termination, You must
destroy all originals and any copies of the Page Instrumentation in Your possession,
and immediately remove the Service Tag from Your Websites, and so certify in
writing to cyScape within three (3) business days of termination and cease any
further use of the Service.
5. CONFIDENTIALITY
"Confidential
Information" includes any proprietary data and any other information
disclosed by one party to the other in writing and marked
"confidential" or disclosed orally and, within five business days,
reduced to writing and marked "confidential". Notwithstanding the foregoing,
Confidential Information will not include any information that is or becomes
known to the general public, which is already in the receiving party's
possession prior to disclosure by a party or which is independently developed
by the receiving party without the use of Confidential Information. Neither
party will use or disclose the other party's Confidential Information without
the other's prior written consent except for the purpose of performing its
obligations under this Agreement or if required by law, regulation or court
order. In which case, the party being compelled to disclose Confidential
Information will give the other party as much notice as is reasonably
practicable prior to disclosing such information. Upon termination of this
Agreement, the parties will promptly either return or destroy all Confidential
Information and, upon request, provide written certification of such. You are
responsible for safeguarding the confidentiality of Your
password(s) and user name(s) issued to You by cyScape, and for any use or misuse
of Your account resulting from any third party using a password or user name
issued to You. You agree to immediately notify cyScape of any unauthorized use
of Your account or any other breach of security known
to You.
6. INFORMATION RIGHTS AND PUBLICITY
cyScape may retain and use, subject to the
terms of its Privacy Policy (located at
http://www.cyscape.com/company/privacy.aspx), or such other URL as cyScape may
provide from time to time), information collected in Your use of the Service. cyScape
will not share information associated with You or Your Site with any third
parties unless cyScape (i) has Your consent; (ii)
concludes that it is required by law or has a good faith belief that access,
preservation or disclosure of such information is reasonably necessary to
protect the rights, property or safety of cyScape, its users or the public; (iii)
the information is used as a smaller part of a collection of anonymous
analytical data collected from multiple Accounts and not identified as being
from You, any particular Account, or as being from any specific Site Visitor;
or (iv) provides such information in certain limited circumstances to third
parties to carry out tasks on cyScape's behalf (e.g.,
technical services, billing, or data storage) with strict restrictions that
prevent the data from being used or shared except as directed by cyScape. When
this is done, it is subject to agreements that oblige those parties to process
such information only on cyScape's instructions and
in compliance with this Agreement and appropriate confidentiality and security
measures.
7. YOUR PRIVACY POLICY
You will have and abide by
an appropriate privacy policy and will comply with all applicable laws relating
to the collection of information from visitors to Your Websites and use of the
Service. You must post a privacy policy and that policy must provide notice of Your use of a service that collects anonymous details about Your
visitor's browser and system configuration and web site activity, if You are
using those particular features of the Service.
8. INDEMNIFICATION
You agree to indemnify,
hold harmless and defend cyScape, at Your expense, any and all third-party
claims, actions, proceedings, and suits brought against cyScape or any of its
officers, directors, employees, agents or affiliates, and all related
liabilities, damages, settlements, penalties, fines, costs or expenses
(including, without limitation, reasonable attorneys' fees and other litigation
expenses) incurred by cyScape or any of its officers, directors, employees,
agents or affiliates, arising out of or relating to (i)
Your breach of any term or condition of this Agreement, (ii) Your use of the
Service, or (iii) Your violations of applicable laws, rules or regulations in
connection with the Service. In such a case, cyScape will provide You with written notice of such claim, suit or action. You
shall cooperate as fully as reasonably required in the defense of any claim. cyScape reserves the right, at its own expense, to assume
the exclusive defense and control of any matter subject to indemnification by
You.
9. THIRD PARTIES
If You provide access to
Your Account or any portion thereof to any third party or use the Service to
collect information on behalf of any third party ("Third Party"),
whether or not You are authorized to do so by cyScape, the terms of this
Section 9 shall apply to You.
If You use the Service on
behalf of any Third Party, You represent and warrant that (a) You are
authorized to act on behalf of, and bind to this Agreement, that Third Party,
(b) as between the Third Party and You, the Third Party owns any rights to
Customer Data in the applicable account, (c) You will not add any Third Party
web site to Your Authorized Domains unless You have express permission from the
Third Party owning such web sites to do so, and shall promptly remove any Third
Party web sites from Your Authorized Domains upon request of the Third Party or
cyScape at its sole discretion, and (d) You shall not disclose Third Party's
Customer Data to any other party without the Third Party's consent.
You shall ensure that each
Third Party is bound by and abides by the terms of this Agreement. cyScape makes no representations or warranties for the
direct or indirect benefit of any Third Party. With respect to Third Parties, You
shall take all measures necessary to disclaim any and all representations or
warranties that may pertain to cyScape, the Service, the Software or the
Reports, or use thereof. You agree to indemnify, hold harmless and defend cyScape,
at Your expense, against any and all third-party claims, actions, proceedings,
and suits brought against cyScape or any of its officers, directors, employees,
agents or affiliates, and all related liabilities, damages, settlements,
penalties, fines, costs or expenses (including, without limitation, reasonable
attorneys' fees and other litigation expenses) incurred by cyScape, or any of
its officers, directors, employees, agents or affiliates, arising out of or
relating to (a) any representations and warranties made by You concerning any
aspect of the Service, the Software or Reports to Third Parties; (b) any claims
made by or on behalf of any Third Party pertaining directly or indirectly to
Your use of the Service, the Software or Reports; (c) violations of Your
obligations of privacy to any Third Party; and (d) any claims with respect to
acts or omissions of Third Parties in connection with the Services, the
Software or Reports.
10. DISCLAIMER OF WARRANTIES
The information and
services included in or available through the Service, including the Reports,
may include inaccuracies or typographical errors. Changes are periodically
added to the information herein. cyScape and/or its
respective suppliers may make improvements and/or changes in the Service or
Software at any time, with or without notice. cyScape does not represent or
warrant that the Service will be uninterrupted or error-free, that defects will
be corrected, or that the Service, the Software or any other software on the
Server are free of viruses or other harmful components, or that cyScape will
provide technical or customer support to You. cyScape does
not warrant or represent that the use of the Service or the Reports will be
correct, accurate, timely or otherwise reliable. You specifically agree that cyScape
shall not be responsible for unauthorized access to or alteration of the
Customer Data or data from Your Websites.
THE SERVICE, THE SOFTWARE
AND REPORTS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS
OR REPRESENTATIONS MADE BY CYSCAPE AND/OR ITS SUBSIDIARIES AND AFFILIATES,
EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, THE
SOFTWARE, THE DOCUMENTATION AND REPORTS, INCLUDING WARRANTIES OF QUALITY,
PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF
PERFORMANCE, OR TRADE USAGE. CYSCAPE DOES NOT WARRANT THAT THE SERVICE, THE
SOFTWARE OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE
OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND
DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR
DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW
EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY
CYSCAPE WILL NOT BE LIABLE
TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA
COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM
OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT,
BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF CYSCAPE
AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS
OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS
AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.
cyScape's total cumulative liability to You or any other party for
any loss or damages resulting from any claims, demands, or actions arising out
of or relating to this Agreement shall not exceed U.S. $250.
12. SERVICE LEVELS
cyScape does not guarantee
the Service will be available, operable or expedient at all times or during any
down time (1) caused by outages to any public Internet backbones, networks or
servers, (2) caused by any failures of Your equipment, systems or local access
services, (3) for previously scheduled maintenance, (4) caused by failures of
the software or hardware or other components or dependencies of the Service which
the Service depends on, or operator error thereof, (5) relating to events
beyond cyScape's control such as strikes, riots,
insurrection, fires, floods, explosions, war, governmental action, labor
conditions, earthquakes, natural disasters, or interruptions in Internet
services to an area where cyScape or Your servers are located or co-located, or
(6) caused by any other reason. Complete accuracy in all aspects of Your Customer
Data also is not guaranteed. You hereby acknowledge that any Service outage or
performance issues may impact the successful operation of Your Websites, and
that under no circumstances will cyScape, or any of its officers, directors,
employees, agents, affiliates, vendors or service providers be liable for any
direct or indirect damages resulting there from whatsoever.
13. PROPRIETARY RIGHTS NOTICE
The Service, which includes
but is not limited to the Service Tag, Page Instrumentation, and the BrowserHawk
Software, and all intellectual property rights in the Service are, and shall
remain, the sole property of cyScape. All rights in and to the Software and
Documentation not expressly granted to You in this Agreement are hereby
expressly reserved and retained by cyScape and its licensors without
restriction, including, without limitation, cyScape's
right to sole ownership of the Software, the Service, Documentation and Samples.
Without limiting the generality of the foregoing, You agree not to (and to not
allow any third party to): (a) sublicense, distribute, or use the Service
outside of the scope of the License granted herein; (b) copy, modify, adapt,
translate, prepare derivative works from, reverse engineer, disassemble, or
decompile the Software or otherwise attempt to discover any source code or
trade secrets related to the Software or Service; (c) use the trademarks, trade
names, service marks, logos, domain names and other distinctive brand features
or any copyright or other proprietary rights associated with the Service for
any purpose without the express written consent of cyScape; (d) register,
attempt to register, or assist anyone else to register any trademark, trade
name, serve marks, logos, domain names and other distinctive brand features,
copyright or other proprietary rights associated with cyScape other than in the
name of cyScape; or (e) remove, obscure, or alter any notice of copyright,
trademark, or other proprietary right appearing in or on any item included with
the Service.
14.
If the use of the Service
is being acquired by or on behalf of the U.S. Government or by a U.S.
Government prime contractor or subcontractor (at any tier), in accordance with
48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48
C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the
Software, including its rights to use, modify, reproduce, release, perform,
display or disclose the Service or Software or Documentation, will be subject
in all respects to the commercial license rights and restrictions provided in
this Agreement.
15. TERM and TERMINATION
Either party to the
Agreement may terminate it at any time and for any reason.
Upon any termination or
expiration of this Agreement, cyScape will cease providing the Service, and You
will promptly remove the Service Tag from Your Websites and certify thereto in
writing to cyScape within three (3) business days of such termination. Your
Account will not be terminated until Service Tags have been removed from your
Web Site and the Service has stopped receiving Requests and Transactions on behalf
of your account.
In the event of any
termination (a) You will not be entitled to any refunds, and (b) any (i) outstanding balance for Service rendered through the
date of termination, and (ii) other unpaid payment obligations during the
remainder of the Initial Term will be immediately due and payable in full and
(c) all of Your historical report data will no longer be available to You.
16. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES
cyScape reserves the right to change or
modify any of the terms and conditions contained in this Agreement or any
policy governing the Service, at any time, by posting the new agreement to the
site located at www.cyscape.com (or such other URL as cyScape may provide). You
are responsible for regularly reviewing the policy. No amendment to or
modification of this Agreement will be binding unless (i)
in writing and signed by a duly authorized representative of cyScape, (ii) You
accept updated terms online, or (iii) You continue to use the Service after cyScape
has posted updates to the Agreement or to any policy governing the Service.
17. MARKETING
You agree to be identified
as a customer of cyScape and You agree that cyScape
may refer to You by name, trade name and trademark, if applicable, and may
briefly describe Your business in cyScape's marketing
materials and web site. You hereby grant cyScape a non-exclusive license to use
your name and any of your trade names and trademarks solely in connection with
the rights granted to cyScape pursuant to this marketing section.
18. MISCELLANEOUS; APPLICABLE LAW AND VENUE
cyScape shall be excused from performance
hereunder to the extent that performance is prevented, delayed or obstructed by
causes beyond its reasonable control. This Agreement (including any amendment
agreed upon by the parties in writing) represents the complete agreement
between us concerning its subject matter, and supersedes all prior agreements
and representations between the parties. If any provision of this Agreement is
held to be unenforceable for any reason, such provision shall be reformed to
the extent necessary to make it enforceable to the maximum extent permissible
so as to affect the intent of the parties, and the remainder of this Agreement
shall continue in full force and effect. This Agreement shall be governed by
and construed under the laws of the state of