Terms and Conditions
The SMARTBYTE® Weight Management System (the “Product”) is custom made and therefore all purchases are non-refundable. For payment made via credit or debit card, customer hereby authorizes Company to automatically charge customer's card on one or more occasions until the balance is paid in full. A finance charge of 1 1/2% per month (18% annual rate) not to exceed the maximum legal rate, will be charged on past due accounts. In any dispute over payment for goods purchased from Company where it becomes necessary to seek collections, the customer agrees to pay normal and customary collection fees, all reasonable attorney fees, and court costs.
ALL WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY MADE IN THIS AGREEMENT ARE DISCLAIMED. Company warrants its SMARTBYTE Weight Management System, with the exceptions noted below, to be free of defects in materials and workmanship. This warranty extends to the original purchaser only for three (3) months from the date of purchase. THEWARRANTY IS LIMITED- TO RECTIFYING ANY SUCH DEFECT AND/OR REPLACING SUCH DEFECTIVE PARTS, PROVIDED (1) THE PRODUCT OR PART IS RETURNED PREPAID, WITH PROOF OF PURCHASE AND RETURN AUTHORIZATION FORM, TO COMPANY, AND (2) IT IS FOUND BY COMPANY UPON INSPECTION TO BE DEFECTIVE IN MATERIALS AND/OR WORKMANSHIP. THIS WARRANTY IS VOID AS TO ANY PRODUCT OR PART THAT HAS BEEN IMPROPERLY INSTALLED, MISAPPLIED, MISHANDLED, ABUSED OR ALTERED IN ANY MANNER UNDER ANY CIRCUMSTANCES. THE COMPANY SHALL NOT BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE PRICE PAID BY THE CUSTOMER. NEITHER THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND REPRESENTATIVES NOR CUSTOMER WILL BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITTVE DAMAGES EVEN IF ADVISED OF SUCH.
The design, production and operation of the Product, in any form, are proprietary information and trade secrets of the Company. Customer agrees that it will keep in confidence and prevent the disclosure to any unauthorized person or persons, any and all proprietary or confidential information related to the Product that is disclosed to Customer pursuant to this Agreement. Customer shall not modify, reverse engineer, improve or otherwise change any Product or parts thereof, or any of Company’s proprietary rights related thereto, and shall not use, incorporate or in any way use any of Company’s proprietary rights or confidential information. Customer acknowledges that, in the event of Customer’s breach of any of the foregoing provisions, Company will not have an adequate remedy in money or damages and that Company shall therefore be entitled to a preliminary or permanent injunctive relief, against such breach from any court of competent jurisdiction without the obligation to post a bond. Company’s right to obtain such injunctive relief shall not be construed as any limit of its right to seek further legal and equitable remedies.
Company shall solely own and have exclusive worldwide right, title and interest in and to all United States and foreign patents, trademarks, service marks, copyrights, mask works, trade secrets, software and all other intellectual and industrial property rights in any way related to the Products and all modifications, improvements and derivative works related thereto (“Product Intellectual Property Rights” or “Product IPR”). Title to all such Product IPR shall at all times remain with the Company.
This Agreement is not assignable without the prior written consent of Company. Any attempt by the Customer to assign any of the rights, duties or obligations of the Agreement without such consent shall be null and void.
The Customer understands that the Company is not a health care provider and is not providing medical advice.
If any term or provision of this Agreement shall be found to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary by the adjudication to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
Customer agrees this Agreement shall be governed by the laws of the state of Georgia and Customer agrees in all respects (including but not limited to, all matters of interpretation, shall be brought in the State Courts in Dekalb County, Georgia or the United States District Court located in the State of Georgia and the parties consent to such jurisdiction and irrevocably commit to the jurisdiction of said courts and waive and agree not to plead or claim that any such action or proceeding has been brought in an inconvenient forum. CUSTOMER AND COMPANY BOTH HEREBY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY.
This Agreement and the End-User License attached hereto as Schedule A contain the complete understanding regarding the subject matter hereof and supersede all prior agreements or understandings between the parties. No employee, agent, representative, or affiliate of Company has the authority to bind the Company to any oral representations or warranty concerning the SMARTBYTE Weight Management System. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
SCIENTIFIC INTAKE LIMITED CO.
End-User License Agreement
This End-User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) and Scientific Intake Limited Co., a Georgia limited liability company (hereafter the “Licensor,” or “SIL”) regarding the use of the Licensor’s software entitled “SmartByte” which may include user or other documentation that is available in electronic form (the “Software”). Each purchaser of SmartByte products shall enter into this Agreement.
“Account” means a user’s subscription and/or means to access the System.
“Applicable Law(s)" means all applicable laws, regulations, rules, and guidance to which you are subject, whether by jurisdiction or organizational affiliation, including, but not limited to, any ethics or institutional review board (IRB) requirements, or institution or office/practice policies, or procedures.
“Confidential Information” means any information concerning SIL’s business, financial affairs, current or future products or technology, trade secrets, workforce, customers or any other information that is treated or designated by SIL as confidential or proprietary, or would reasonably be viewed as confidential, proprietary, or as having value to competitors.
“Content” means data and electronic information of any kind, including but not limited to text, digital images and metadata, uploaded or otherwise provided to the Services and/or the System.
“Health Information” means information, including text, digital images, sound recordings and other data, concerning past, present or future medical or mental health condition or past, present or future medical treatment or payment for medical or mental health treatment that is traceable or identifiable to an individual.
“Intellectual Property” means any and all software, technology, specifications, databases, code and all copyrights and all other intellectual property rights in and to the foregoing, including all derivative works, enhancements, customizations, modifications or upgrades thereto, owned, created, or provided by SIL in connection with the Services or otherwise.
“Notice” means the posting of any modification or amendment (on the system/on the website) thirty (30) days prior to the date upon which the modification or amendment becomes effective.
“Personal Information” means information that identifies you personally as a User of the System and all pertinent information concerning you and your use of the System.
“Services” means SIL mobile applications, web applications, website, servers and networks, wherever situated or made available to you.
“Software” means the coded instructions, data and metadata for the SmartByte applications to which you have been, by this Agreement, granted a license and access.
“System” means the SIL mobile applications, web applications, website, servers and networks, wherever situated.
“User” means you and any other User of the System.
“User ID” means a unique User identification used by a User to access the System.
1. Authority to Enter Agreement. If you are entering into this Agreement as an individual, you represent that you are eighteen years of age or older and mentally competent to enter into contracts of this type. If you are entering into this Agreement on behalf of a company or business, you represent that you have the authority to bind such entity, its Members, Owners, and its affiliates to this Agreement. In that case, the terms “you” or “your” shall also refer to such entity, its Members, its Owners, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this Agreement, you may not use the System or any of the SIL applications.
3. Ownership and Intellectual Property. The Software is owned by SIL and its licensors and is protected by the federal intellectual property and copyright laws of Canada, the United States and countries within the European Union, and certain international treaty provisions. SIL and its licensors own and retain all rights, title and interest including, patents, trade-marks, copyrights, trade secrets and other intellectual property rights in and to the Software, including but not limited to, source codes, images, photographs, animation, themes, titles, characters, video, audio, music, and text embodied or contained, therein. You may make one copy of the Software solely for backup or archival purposes provided that the copy you make contains all of the Software’s proprietary notices unaltered and unobstructed and whether they refer to SIL or its licensors. If this Software contains user documentation which is provided only in “on-line” or electronic form, you may print one (1) copy of such documentation for backup or archival purposes. You may not copy the printed materials accompanying the Software for purposes other than mentioned herein. Nothing in this Agreement shall be construed as granting to you any title and intellectual property rights in and to the Software, except for the limited license mentioned herein.
a. RIGHT, TITLE AND INTEREST You acknowledge that all right, title and interest in any and all technology, including the hardware and software provided by SIL in connection with the Services and any trademarks or service marks of SIL or third parties whose products or services are utilized in connection with SIL’s provision of the Services (other than information you provide) (collectively, the “SIL Intellectual Property”) is vested in SIL and/or in SIL’s licensors. Unless otherwise expressly stated in this Agreement, you shall have no right, title, claims or interest in or to the SIL Intellectual Property, and you may not use, copy, modify or translate the SIL Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the SIL Intellectual Property, or grant any other person or entity the right to do so. Unless otherwise expressly stated in this Agreement, you are not authorized to distribute or to authorize others to distribute the SIL Intellectual Property in any manner without the prior written consent of SIL.
b. LICENSE TO USE YOUR CONTENT You hereby provide an irrevocable, worldwide, non-exclusive license to SIL of any intellectual property rights, whether copyrights, trademarks, trade dress, patents, trade secrets, rights of publicity or right of privacy, which you may have in any Content or other materials (the “Licensed Materials”) which you may provide to the System so as to allow SIL (a) to operate and maintain the System for its intended uses as specified in this Agreement, (b) to maintain and reproduce such Licensed Materials within the System as permitted by applicable law, (c) to provide access to such Licensed Materials to Approved Users, and (d) to incorporate such anonymized Licensed Materials into derivative works as permitted by law, including, but not limited to, publications concerning statistical research, statistical compilations and reports on or about the System.
4. Restrictions. You may not rent, lease, loan, or grant a security interest in the Software, or transfer your license to use the Software. You may not reverse-engineer, decompile or disassemble the Software. You may not modify, distribute copy, adapt, translate, or create derivative works based upon the Software and all accompanying materials.
5. Termination. This Agreement is effective for an unlimited duration unless and until terminated in accordance with this section. You may terminate this Agreement at any time. Upon termination of this Agreement by you or by the Licensor, you must destroy all copies of the Software and all of its components. Without prejudice to any other rights it may have, the Licensor may terminate this Agreement upon written notice if you do not abide with the terms and conditions contained herein, in which case, you must cease immediately all use and destroy all copies of the Software and all of its components. The Licensor may also, at all times, terminate for convenience this Agreement upon written notice to you.
6. Updates. This license is limited to the version of the Software made available to you by SIL and its licensors and does not include subsequent versions, upgrades, updates, modifications or revisions. However, SIL and its licensors may develop, create or issue updates of the Software from time to time. At its sole option, SIL may make such updates available to any number of users as it may decide and your use of the Software does not mean that SIL must make available any such updates to you.
7. Maintenance Subject to applicable laws, SIL, at its sole discretion, may provide maintenance and support services with respect to the Software. You agree, together with SIL, that no third party has obligation whatsoever to furnish any maintenance and support services with respect to the Software.
8. DISCLAIMER REGARDING HEALTH & MEDICAL INFORMATION THE SOFTWARE IS NOT A SUBSTITUTE FOR, AND DOES NOT PROVIDE, MEDICAL ADVICE. THE SOFTWARE IS PROVIDED FOR PERSONAL EDUCATIONAL, INFORMATIONAL AND CONVENIENCE PURPOSES ONLY AND IS NOT TO BE USED FOR THE DIRECTION OF CARE OF INDIVIDUAL CLIENTS UNLESS EXPCITLY SPECIFIED AND CONSENT IS OBTAINED BY YOUR HEALTHCARE PROVIDER FOR THIS USE. THE SOFTWARE IS GENERAL IN NATURE AND IS NOT INTENDED FOR ANY PARTICULAR PURPOSE, INCLUDING, IN ANY WAY, TO BE A SUBSTITUTE FOR A MEDICAL EXAM OR PROFESSIONAL MEDICAL ADVICE, MEDICAL OPINION, DIAGNOSIS OR TREATMENT, SYMPTOM ASSESSMENT, HEALTH COUNSELING OR MEDICAL OPINION FOR END USERS. THE SOFTWARE IS LIMITED TO PROVIDING END USERS WITH ACCESS ONLY TO HEALTH INFORMATION AND OTHER INFORMATION STORED BY SUCH END USERS. ALWAYS SEEK THE ADVICE OF APPROPRIATELY QUALIFIED AND REGULATED HEALTH PROVIDERS WITH ANY QUESTIONS YOU MAY HAVE WITH REGARD TO A SPECIFIC MEDICAL CONDITION FOR WHICH YOU ARE CONCERNED. IT IS IMPORTANT NOT TO DISREGARD OR DELAY SEEKING CONSULTATIVE ADVICE BECAUSE OF SOMETHING YOU HAVE READ OR VIEWED IN THE SOFTWARE. RELIANCE ON ANY INFORMATION PROVIDED IN THE SOFTWARE IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE INFORMATION.
9. NO WARRANTIES; ADDITIONAL DISCLAIMERS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES YOU ASSUME ALL RISKS AND RESPONSIBILITIES ASSOCIATED WITH THE SELECTION AND USE OF THE SOFTWARE AS AN AID IN ACHIEVING YOUR PERSONAL GOALS AND OBJECTIVES, AND FOR THE INSTALLATION OF, USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. NEITHER SIL NOR ITS LICENSORS MAKES ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTION OR FAILURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SIL ON BEHALF OF ITSELF AND ITS LICENSORS DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS.
a. YOU AGREE THAT SIL AND ITS LICENSORS TAKE NO RESPONSIBILITY FOR AND DISCLAIM ANY AND ALL LIABILITY ARISING FROM ANY INACCURACIES OR DEFECTS IN THE INFORMATION, SOFTWARE, COMMUNICATION LINES, INTERNET OR YOUR INTERNET SERVICE PROVIDER ("ISP"), COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE THAT YOU USE TO ACCESS THESERVICES.
b. YOU ACKNOWLEDGE THAT ACCESS TO THE SYSTEM WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, "CARRIER LINES") OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. SIL AND ITS LICENSORS ASSUME NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, MANAGEMENT, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
10. Limitation of Liability. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE AND THE INFORMATION CONTAINED THEREIN OR COMPILED BY THE SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIL OR ANY OF ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION DAMAGES FOR MANAGEMENT OF DATA, DAMAGE TO EQUIPMENT, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY MANAGEMENT, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRCT, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, UNLESS THE INABILITY TO USE THE SOFTWARE REUSLTS FORM THE INTENTIONAL CONDUCT OR GROSS NEGLIGENCE OF SIL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER SIL NOR ANY OF ITS LICENSORS MAKES ANY WARRANTY OR REPRESENTATION THAT THE INFORMATION OR FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHERMORE, NEITHER SIL OR ITS LICENSORS WARRANT THAT ANY SOFTWARE ERRORS, DEFECTS OR INEFFICIENCY WILL BE CORRECTED, NOR DOES SIL OR ANY OF ITS LICENSORS ASSUME ANY LIABILITY FOR FAILURE TO PROVIDE SUPPORT SERVICES AND TO CORRECT ANY SUCH ERROR, DEFECT OR INEFFICIENCY. YOU UNDERSTAND THAT UNDER NO CIRCUMSTANCES SHALL SIL OR ANY OF ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, ACCESSORY, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED BY YOU, ANY PARTY CLAIMING ON BEHALF OF OR THROUGH YOU, OR ANY OTHER THIRD PARTY INCLUDING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. IN NO EVENT WILL SIL AND ITS LICENSORS TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, EXTRACONTRACTUAL OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
a. Unauthorized Access; Lost or Corrupt Data NEITHER SIL NOR ITS LICENSORS ARE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES, OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, MANAGEMENT ,OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. NEITHER SIL NOR ITS LICENSORS ARE RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
12. Technical Requirements You are solely responsible for: (a) the selection of the Software to achieve your intended results; (b) obtaining, provisioning, configuring, maintaining, paying for, and protecting from Management and damage all equipment and services necessary for the installation and use of the Software and all data used in association with the Software; (c) providing a safe and suitable location and environment for the installation and use of the Software; (d) the use, installation, implementation and operation of the Software and the results obtained therefrom; (e) scanning for and preventing the receipt and transmission of viruses, Trojan horses, worms or other destructive or disruptive components; and (f) maintaining complete and current backup and archival copies of all data contained on your Mobile Device prior to installing or using the Software.
13. Security: SIL will endeavor to protect Your Health Information and other personal information using reasonable security measures. While the security measures are expected to reasonably protect your information and your use of the Services, neither SIL nor its licensors warrant that your data will be completely secure. SIL does not guarantee that you will be able to access the Services at any time of your choosing. There are risks inherent in placing information on and accessing information from the Internet. If you have any concerns regarding the security of your information or the use of the Internet to access your Health Information, you should consider not creating a SIL account.
14. Compliance with Applicable Laws It is your responsibility to comply with, and ensure that your use of the Software complies with, all applicable local, state, provincial, national, and foreign laws and regulations, including without limitation all laws relating to data privacy, international communications and the exportation and transmission of technical data and other regulated materials. SIL and its licensors reserve the right to change, suspend, remove, or disable access to the Software at any time without notice. In no event will SIL or its licensors be liable for the removal of or disabling of access to any such Software.
15. Indemnification You agree to indemnify SIL and its directors, officers, employees, agents, licensors, successors and permitted assigns, from and against any and all Claims and Proceedings directly or indirectly arising from, connected with or relating to: (a) your use of the Software; or (b) any negligence, misconduct, or breach of this Agreement by you. In this Agreement, “Claims” means third party claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, legal fees, costs, expenses, and disbursements, including without limitation reasonable attorneys’ fees and court costs, of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract, tort, extra-contractual or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; and “Proceedings” means third party actions, suits, proceedings, and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal.
a. YOU FURTHER AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SIL, ITS LICENSORS AND OTHER USERS, AND OUR AND THEIR AFFILIATES, OFFICERS, DIRECTORS, AND AGENTS, FROM AND AGAINST ANY CLAIM, COST OR LIABILITY, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF: (A) THE USE OF THE SYSTEM BY YOU; (B) ANY BREACH BY YOU OF ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS CONTAINED IN THIS AGREEMENT; (C) THE ACTIONS OF ANY PERSON GAINING ACCESS TO THE SYSTEM UNDER A USER ID ASSIGNED TO YOU; (D) THE ACTIONS OF ANYONE USING A USER ID, PASSWORD OR OTHER UNIQUE IDENTIFIER ASSIGNED TO YOU THAT ADVERSELY AFFECTS THE SYSTEM OR ANY INFORMATION ACCESSED THROUGH THE SYSTEM, INCLUDING BUT NOT LIMITED TO A SECURITY BREACH; AND (E) YOUR NEGLIGENT OR WILLFUL MISCONDUCT.
16. Third Party Claims You agree, together with SIL, that in the event of any third party claim that the Software or your possession and use of that Software infringes that third party’s intellectual property rights, SIL will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You agree, together with SIL, that the SIL is solely responsible for addressing any claims of the end-user or any third party relating to the Software or your possession and/or use of that Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
17. Severability and Complete Understanding. If any provision of this Agreement is found to be contrary to law or otherwise invalid or unenforceable by a court of competent jurisdiction, then such provision shall be limited to the minimum extent necessary to effect the order of the court and construed in a way to most closely reflect the intentions of the parties. All other provisions shall remain in full force and effect. SIL’s failure to insist on or enforce strict performance of this Agreement shall not constitute a waiver of any provision or any right, nor shall any course of conduct between SIL and you or any other party be deemed to modify any provision of this Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding to the parties and supersedes and cancels all previous written, oral, or other agreements, communications, and understandings relating to the subject matter of this Agreement. Both parties further agree that any waivers and modifications must be in writing and signed by both parties, expect as otherwise provided in this Agreement. No agency, partnership, joint venture, employment, or other kind of relationship is created as a result of this Agreement unless expressly granted by the terms of this Agreement and you do not have any authority of any kind to bind SIL in any respect whatsoever
a. SIL may assign this Agreement and its rights and obligations hereunder without your consent or the consent of any persons you represent.
b. This Agreement is governed by the laws of the State of Georgia and the federal laws of the United States of America applicable herein, without reference to conflict of laws principles. Each of the parties hereto irrevocably consents to the exclusive jurisdiction to the state and federal courts in the State of Georgia and further agrees to commence any litigation which may arise hereunder in the Courts located in the State of Georgia. EACH OF THE PARTIES HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY.
18. Contact Information Should you have any questions, complaints or claims with respect to this Agreement or the Software, or if you desire to contact SIL for any reason, please contact:
Scientific Intake Limited Co.
280 Merrimack Street Lawrence, MA 01843
Attention: Customer Service
Telephone number: +1 (978) 655-4044