Please see this Clause 1 for definitions of certain capitalized terms used in this Agreement.
1.1 “Account Information” means information about you that you provide to us in connection with the creation or administration of your Sourcewiz account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Sourcewiz account.
1.2 “Content” means software (including machine images), data, text, audio, video, or images.
1.3 “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Sourcewiz account, rather than under your account.
1.4 “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
1.5 “Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Sourcewiz and its affiliates that we may make available to you in connection with this Agreement.
1.8 “Service” means the Site and services thereto, the Sourcewiz Content, the Marks, and any other product or service provided by us under this Agreement.
1.9 “Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
1.10 “Site” means Sourcewiz (and any successor or related locations designated by us), as may be updated by us from time to time.
1.11 “Sourcewiz Confidential Information” means all non-public information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Sourcewiz Confidential Information includes: (a) non-public information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Sourcewiz Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Sourcewiz Confidential Information.
1.12 “Sourcewiz Content” means Work Product and the Content we or any of our affiliates make available in connection with the Services or on the Site to allow access to and use of the Services including documentation, sample code, software libraries, command line tools, proofs of concept, templates, and other related technology (including any of the foregoing that are provided by our personnel).
1.13 “Suggestions” means all suggested improvements to the Services that you provide to us.
1.14 “Term” means the term of this Agreement described in Clause 8.1 (Term and Termination).
1.15 “Termination Date” means the effective date of termination provided in accordance with Clause 8 (Term and Termination), in a notice from one party to the other.
1.16 “Work Product” means any and all Content, works, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, methodologies, concepts, studies, reports, whether finished or unfinished, that are developed, produced, generated or provided by us in connection with our performance of Services under this Agreement. For the avoidance of doubt, “Work Product” includes any of the foregoing created using Your Content.
1.17 “Your Content” means Content that you or any End User transfers to us for processing, storage, hosting or viewing by the Services in connection with your Sourcewiz account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information.
2.1 Generally. You may access and use the Services in accordance with this Agreement. You will comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of the Services.
2.2Your Account. To access certain Services, you must have a Sourcewiz account associated with a valid email address and a valid form of payment. You will only create one account per email address.
3.1 Sourcewiz Security. Without limiting Clause 11 (Disclaimers) or your obligations under Clause 4.2 (Your Responsibilities), we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.
4.2 Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Services will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
4.3 Information. You will ensure that all information you provide to us via the Site (e.g., information provided in connection with your registration for the Services) is accurate, complete, and not misleading.
4.4 Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
4.5 Account License. Accounts are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your account credentials to your employees, agents and subcontractors performing work on your behalf.
4.6 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Services. You are responsible for End Users’ use of Your Content and the Services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Services by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services. If you process the personal data of End Users or other identifiable individuals in your use of the Services, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us and our affiliates that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.
5.1 Service Fees.
(a) We calculate and bill fees and charges through invoices raised at such intervals as we may notify. All invoices for fees and charges shall be raised in INR.
(b) You will pay us the applicable fees and charges for use of the Services as described in the invoice using one of the payment methods we support.
(c) All amounts payable by you under this Agreement will be paid to us without setoff, or counterclaim, and without any deduction or withholding unless required by law.
(d) Except as expressly set out in this Agreement, we do not provide any refunds for fees paid for the Services.
(e) Fees and charges for any new Service or new feature of a Service will be effective when we inform you through a notice, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice.
(f) We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
(a) All fees and charges payable pursuant to this Agreement will be exclusive of applicable national, state or local indirect taxes (“Taxes”) that Sourcewiz is legally obligated to charge under the applicable laws. For the purpose of this Clause 5.2 (Fees and Payment), local indirect taxes include Goods and Services Tax (“GST”), which includes the Central Goods and Services Tax (“Central Tax”), the State Goods and Services Tax (“State Tax”), the Union Territory Goods and Services Tax (“UT Tax”), the Integrated Goods and Services Tax (“Integrated Tax”) as may be applicable.
(b) The Taxes charged by Sourcewiz will be stated in the invoice pursuant to applicable laws. Sourcewiz may charge and you will pay any applicable Taxes, which are stated separately on the invoice.
(c) As per the statutory requirement under GST, you will provide all necessary information such as the correct GST registered address, legal name and GSTIN (“GST Information”) in order for Sourcewiz to issue correct GST invoices as per the applicable legal requirements. In the event, the GST invoice is incorrect, you will inform us in a timely manner, to enable Sourcewiz to correct the GST tax invoice. Sourcewiz will determine the place of supply for the Services based on the GST Information provided by you and accordingly, charge GST (CGST and SGST/UTGST or IGST) on its invoice.
(d) Any withholding taxes that may be applicable to the fees and charges payable to us are for our account. You will pay the fees and charges in our invoice in full (gross) without applying any withholding taxes. If you separately deposit applicable withholding taxes on such fees and charges to the applicable government treasury and issue us a withholding tax certificate evidencing such deposit, following receipt of the withholding tax certificate in original form, we will reimburse to you an amount equal to the taxes that are evidenced as deposited.
Generally. We may suspend your or any End User’s right to access or use any portion or all of the Services immediately upon notice to you if we determine:your or an End User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems or Content of Sourcewiz or any other Sourcewiz customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent; you are, or any End User is, in breach of this Agreement; you are in breach of your payment obligations under Clause 5 (Fees and Payment);you are in breach of Clause 7 (Acceptable Use); or you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.Effect of Suspension. If we suspend your right to access or use any portion or all of the Services in accordance with Clause 6.1 above, you remain responsible for all fees and charges you incur during the period of suspension.
7.1 You may not use, or facilitate or allow others to use the Services:
(a) for any illegal or fraudulent activity;
(b) to violate the rights of others;
(c) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
(d) for any content or activity that promotes child sexual exploitation or abuse;
(e) to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;
(f) or to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, solicitations or spam.
7.2 Investigation and Enforcement
(a) We may investigate any suspected violation of this Clause 7 (Acceptable Use), and remove or disable access to any Content or resource that is found violative. In the event that we are unable to remove any violative Content, we may suspend access to such part of the Services. You agree to cooperate with us to remedy any violation. In the event that we remove Your Content without prior notice, we will provide prompt notice to you unless prohibited by law.
(b) When determining whether there has been a violation of this Clause 7 (Acceptable Use), we may consider your ability and willingness to comply with this this Clause 7 (Acceptable Use), including the policies and processes you have in place to prevent or identify and remove any prohibited Content or activity.
8.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Clause 8 (Term and Termination). Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Clause 8.2 (Term and Termination).
(a) Termination for Convenience.
You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.
(b)Termination for Cause.
i. By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, your account will be closed.
ii. By Us. We may also terminate this Agreement immediately upon notice to you: (x) for cause if we have the right to suspend under Clause 6 (Temporary Suspension); or (y) in order to comply with the law or requests of governmental entities.
iii. By You: If the Services are unavailable for a continuous period of 5 days, you may send us a notice of unavailability of Services setting out in detail the issues you are facing. If the Services continue to be unavailable after 10 business days from the date of receipt of notice from you, you may terminate this Agreement immediately with a notice.
8.3 Effect of Termination.
(a) Generally. Upon the Termination Date:
i. except as provided in Clause 8.3(b) (Term and Termination), all your rights under this Agreement immediately terminate;
ii. you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Clause 8.3(b) (Term and Termination);
iii. you will immediately return or, if instructed by us, destroy all Sourcewiz Confidential Information in your possession;
iv. andClauses 4.1 (Your Responsibilities), 5 (Fees and Payment), 8.3 (Term and Termination), 9 (Proprietary Rights) (except the Limited License granted to you in Clause 9.3 (Proprietary Rights)), 10 (Indemnification), 11 (Disclaimers), 12 (Limitations of Liability), 13 (Modifications and Changes) and 15 (Miscellaneous) will continue to apply in accordance with their terms.
(b) Post-Termination. Unless we terminate your use of the Services pursuant to Clause 8.2(b)(i) or Clause 8.2(b)(ii) (Term and Termination), during the 30 days following the Termination Date:
i. we will refund the fee paid in advance by you towards the Services on a pro rata basis;
ii. we and our affiliates will not take action to remove from the Sourcewiz systems any of Your Content as a result of the termination; and
iii. we reserve a right to charge a fee for retrieval of Work Product from our Services including by way of downloading. We will allow you to retrieve Work Product from the Services only if you have paid all amounts due under this Agreement.
For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Clause 5 (Fees and Payment).
c) Return of Your Content – In the event we terminate the Services under Clause 8.2(a) (Termination for Convenience) or You terminate the Services under Clause 8.2(b)(i) (Termination for Cause), we will return Your Content within 30 days following the Termination Date in electronic form without any additional cost to you.
9.1 Your Content. Except as provided in this Clause 9 (Proprietary Rights), we and our affiliates obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you and any End Users. We will take reasonable precautions to protect and keep confidential Your Content, and not use (except as per the terms of this Agreement or otherwise consented to by you) or disclose Your Content to any third party. We may disclose Your Content to our employees on a need-to-know basis, provided that such employees are bound by the same confidentiality and non-use obligations as provided in this Agreement.
9.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Services will violate Clause 7 (Acceptable Use).
9.3 Services License. We or our affiliates or licensors own all right, title, and interest in and to the Services, Sourcewiz Content and all related technology and intellectual property rights. Subject to the terms of this Agreement and on payment of applicable fee, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license (“Limited License”) to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy, use and share the Sourcewiz Content solely in connection with your permitted use of the Services. Upon payment of applicable fee and subject to the terms of this Agreement, we will grant you a perpetual, non-exclusive, non-sublicensable, non-transferrable license to use the Work Product in accordance with the terms of this Agreement. Except as provided in this Clause 8.3 (Term and Termination), you obtain no rights under this Agreement from us, our affiliates or our licensors to the Services, including any related intellectual property rights.
9.4 License Restrictions. Neither you nor any End User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to: (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services; (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction); (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the Services. You may only use the Marks in accordance with our prior written permission. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
9.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us or our affiliates any assistance we require to document, perfect, and maintain our rights in the Suggestions.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Services (including any activities under your Sourcewiz account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law (including submission of any incorrect or inaccurate GST Information) by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party summons or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
10.2 Intellectual Property.
(a) Subject to the limitations in this Clause 10 (Indemnification), Sourcewiz will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(b) Subject to the limitations in this Clause 10 (Indemnification), you will defend Sourcewiz, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(c) Sourcewiz will have no obligations or liability arising from your or any End User’s use of the Services after Sourcewiz has notified you to discontinue such use. The remedies provided in this Clause 10.2 (Indemnification) are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
(d) For any claim covered by Clause 10.2(a) (Indemnification), Sourcewiz will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.
The obligations under this Clause 10 (Indemnification) will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim (applicable only where we are the indemnified party); and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will you agree to any settlement of any claim that involves any commitment, other than the payment of money, without our written consent.
The Services are provided “as is.” Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, we and our affiliates and licensors (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise, regarding the Services or the Third Party Content and (b) disclaim all warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, (iii) that the Services will be uninterrupted, error free or free of harmful components, and (iv) that any Content will be secure or not otherwise lost or altered.
We and our affiliates and licensors will not be liable to you for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, revenues, customers, opportunities, goodwill, use, or data), even if a party has been advised of the possibility of such damages. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the Services, including as a result of any (i) termination or suspension of this Agreement or your use of or access to the Services, (ii) our discontinuation of any or all of the Services, or, (iii) any unanticipated or unscheduled downtime of all or a portion of the services for any reason; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Services; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your Content or other data. In any case, except for payment obligations under Clause 5 (Fees and Payment) our and our affiliates’ and licensors’ aggregate liability under this Agreement will not exceed the amount you actually pay us under this Agreement for the Service that gave rise to the claim during the 12 months before the liability arose or USD 500, whichever is lower.
13.1 We may modify this Agreement (including any Policies) at any time by posting a revised version on the Site or by otherwise notifying you in accordance with Clause 15.9 (Miscellaneous). The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Site regularly for modifications to this Agreement.
13.2 To the Services. We or our affiliates may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will notify you of any material change to or discontinuation of the Services.
15.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Clause 15.1 (Miscellaneous) will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Sourcewiz as a party to this Agreement and Sourcewiz is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
15.2 Entire Agreement. This Agreement incorporates the Policies and invoices issued pursuant to this Agreement by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. If the terms of this Agreement are inconsistent with the terms contained in any Policy, the terms contained in this Agreement will control.
15.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, pandemics, epidemics, government imposed lockdowns, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
15.4 Governing Law. The laws of India, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us.
15.5 Disputes. Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by Sourcewiz or our affiliates will be resolved by binding arbitration by a sole arbitrator appointed by the parties, rather than in court. The decision and award determined by such arbitration will be final and binding upon the parties. Court review of an arbitration award is limited. The arbitration will be conducted in accordance with the provisions of the fast-track provisions of the (Indian) Arbitration and Conciliation Act, 1996, as may be in force from time to time. The arbitration proceedings will be conducted in English, and the seat of the arbitration will be New Delhi. We and you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
15.6 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
15.7 Language. All communications and notices made or given pursuant to this Agreement must be in the English language.
15.8 Confidentiality and Publicity. You may use Sourcewiz Confidential Information only in connection with your use of the Services as permitted under this Agreement. You will not disclose Sourcewiz Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Sourcewiz Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b)To Us. To give us notice under this Agreement, you must contact Sourcewiz as follows: (i) by facsimile transmission to [•]; or (ii) by personal delivery, overnight courier or registered or certified mail to House No. 20, Road No. 24, Punjabi Bagh Extension, Near Shiv Durga Mandir, Delhi West, Delhi - 110026. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective 3 business days after they are sent.
15.10 No Third-Party Beneficiaries; Affiliates. Except as set forth in Clause 10 (Indemnification), this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. You acknowledge and agree that our rights and obligations under this Agreement may be exercised or performed by one or more of our affiliates.
15.11 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
15.12 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.