Last Modified: 4/10/2025
Security Information Systems, LLC (“Company”) requires users of its websites and services, including any entity utilizing Company software or support and maintenance services or executing an order form (“Customer”) that references these terms to accept and adhere to these terms and conditions (the, “Agreement”). This Agreement governs the purchase and use of Company’s products and services and is accepted by executing an order form that references this Agreement or by using or accessing Company’s products and services. Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the services following such period, the updated Agreement will be deemed accepted.
1. Order Form. Products and Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will include the specific hardware and software, and professional services or maintenance and support services being ordered and the associated fees and any additional terms as applicable. Upon execution by both parties, each additional Order Form will be deemed an addendum thereto and will be subject to all of the terms and conditions herein. Any one of Customer’s subsidiaries or affiliates may also order services under this Agreement by entering into an Order Form signed by such subsidiary or affiliate and Company and agreeing to be bound by the terms of this Agreement and such Order Form.
2. Products and Services.
2.1. Hardware. Customer is responsible for maintaining an environment which is adequate for the high performance and quality operation of the products and services, including any requirements arising from changes in specifications (such requirements may include minimum standards of disk storage). Pursuant to the foregoing, Customer shall maintain an IP network capable of standard TCP/IP communications, which is required for the Software (as defined herein) to properly function. Both Local Area & Wide Area networks must communicate seamlessly through standard TCP/IP communication protocols, with minimum data transfer requirements for all local area network connections and WAN/Frame Relays for remote signal transfers to main dispatch centers, as established by Company from time to time. Unless Customer requests Company to provide hardware, Customer is solely responsible for acquiring, servicing, maintaining and updating all workstations, equipment, computers, software and communications services, not owned or operated by or on behalf of Company, that support Customer’s access to and use of the Services and for all expenses related thereto. All computer locations must include a properly installed CAT5e RJ45 connection located within six feet of the computer workstation or computer rack. To facilitate computer maintenance and access, each computer rack shall have at least two feet of unfettered ventilation space around it and should be located at least fifteen feet from any high voltage power panels, air conditions units, electric motors or other device capable of interfering with such system. Customer may request Company to provide certain hardware for use in support of the Company software, any such items provided by Company to Customer are the “Products.” Customer will access and use the Products and Services only in accordance with the then-current Documentation provided by Company. Shipping charges, including freight and administrative fees, are the responsibility of Customer. Unless otherwise set forth in an applicable Order Form, (1) all hardware purchased will be shipped via ground freight, FOB Orlando, Florida, freight pre-paid to the customer’s installation site, and (2) all shipments will be insured for their full value. Customer is solely responsible for ensuring that any hardware delivered to Customer’s site is properly placed in the specific location (e.g., building, room) for installation. Customer’s failure to timely place the hardware in the installation location may result in additional fees and charges. Customer is solely responsible for properly insuring all equipment upon delivery to Customer’s location, and Customer assumes all risks for safeguarding any equipment and Products upon delivery to Customer.
2.2. On-Premises Software. Subject to Customer’s timely payment of fees required hereunder and compliance with the terms herein, Company grants to Customer a non-exclusive, non-transferable, perpetual license to use the then current versions of those components of the software identified in executed Order Form (“Software”), which includes any written materials including user guides, documentation and training materials (“Documentation”) provided by Company. Customer may not grant any third-party access to any administrative functions of the Software including, but not limited to, survey creation and editing, report creation and editing, user management functions, and system administrative functions. Customer may use one copy (instance) of the Software on a single server or single web farm environment for production purposes and one copy of the Software on a single server or single web farm environment for testing and/or development purposes. Customer may use additional copies of the Software on additional servers or web farm environments only if agreed to in writing by Company and only if all applicable license fees have been paid.
2.3. Professional Services. Customer may request training, report development, consulting or other services (“Professional Services”) from Company. Professional Services will be requested via Order Forms and may be subject to additional terms as provided in a Statement of Work. Upon Customer’s request, Company shall supply conversion services following delivery and installation of the product to assist the Customer to convert Customer’s existing data to a usable format for the Products and Services. Customer is responsible for providing a copy of the source data for conversion in the format required by Company. Customer is solely responsible for the complete review of all converted data, correcting any errors, and entering any information to ensure completeness. Customer is solely responsible for ensuring that all facilities, utilities and WAN/Frame Relay Networks necessary for Company to perform any Professional Services, including, without limitation, any installation or testing of the Products and Services, shall be accessible, operational and sufficient for Company to perform all of its obligations hereunder. Customer acknowledges and agrees that Company may charge Customer additional fees in the event Customer fails to provide the facilities and utilities in the manner required herein.
3. Use of Products and Services.
3.1. Restrictions on Use. In accessing or using the Products and Services, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Products and Services; (c) apply systems to extract or modify information in the Products using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Products any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store data on the Products that is regulated by the HIPAA Privacy Rules or the PCI Data Standards (f) input or transmit through or to the Products any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Products or grant unauthorized access thereto; (g) use or access the Products and Services for any benchmarking or competitive purposes; or (h) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Products and Services to compete with Company in any way; or (j) permit any third party to use or access the Products and Services other than Company’s direct employees, contractors, or agents who are acting on Company’s behalf.
3.2. Applicable Laws. Customer’s access to and use of the Products and Services is subject to all applicable international, federal, state and local laws, rules and regulations. Customer may not use the Products and Services or any information data in violation of or to violate any law, rule or regulation. Ensuring Customer’s use of the Products and Services is compliant with applicable laws is the responsibility of Customer.
4. Maintenance and Support.
4.1. Maintenance and Support Term and Renewal. Customer’s purchase of one or more Software licenses includes an initial one year of maintenance and support services for SIS-branded Products and Services (“Maintenance and Support Services”), which shall commence upon the earlier of: (a) the date of the registration of the delivered Software license or (b) fifteen months from the date of purchase of the Software license. For the avoidance of doubt, the Maintenance and Support Services do not include support for Windows®. Thereafter, Maintenance and Support Services will renew at the current price as of the annual renewal date, unless Customer provides written notice of its intent not to renew at least ninety days prior to the annual renewal date. If Customer elects not to renew Maintenance and Support Services for any period, or otherwise fails to pay for Maintenance and Support Services applicable to any period, Customer will not be provided with any ongoing support services, or Software updates or upgrades.
4.2. Suspension. Company may suspend or terminate Maintenance and Support Services to Customer if Customer (a) fails to pay any Fees in full and by the due date listed on Customer’s invoice, or (b) breaches any provision of this Agreement. Maintenance and Support Services shall automatically terminate upon termination of the Agreement.
4.3. Reinstatement. If Maintenance and Support Services are terminated for any reason, Customer may reinstate Maintenance and Support Services, in Company’s sole discretion, by paying Company all applicable Fees for Maintenance and Support Services that would have otherwise been due had Customer continuously subscribed for Maintenance and Support Services through the date of reinstatements, and any applicable reinstatement fees.
4.4. Support Center. The SIS Support Center is available to Customer and will be staffed by SIS Support Engineers Monday through Friday from 9:00 AM to 6:00 PM US Eastern Time, except for recognized U.S. federal holidays. The SIS Support Center can be contacted by telephone at 407-345-1550. During non-working hours, Customer may leave a telephone voicemail with the SIS Support Center and the request for support will be reviewed at the start of the next working day. Company will make commercially reasonable efforts to respond to telephone voicemails within one business day.
4.5. Customer Obligations. In order for Customer to receive the Maintenance and Support Services Customer must:
4.5.1. Register client(s) and web server(s) with a Company account representative.
4.5.2. Appoint specific Customer employee(s) who will maintain the integrity of the Software, act as Customer’s liaison for all technical communications with Company, and are authorized to contact the SIS Support Center. Name(s) of designated support contact(s) must be provided to Company prior to initial contact with the SIS Support Center.
4.5.3. Subject to Customer’s applicable security requirements, provide Company with access to and use of all information and system facilities determined necessary by Company to provide timely Maintenance and Support Services pursuant to this Agreement.
4.5.4. Follow procedures and recommendations provided by the SIS Support Center in an effort to correct problems, including sending files and data as requested by Company.
4.5.5. To the best of its abilities, read, comprehend and follow operating instructions and procedures as specified in, but not limited to, the Documentation and other correspondence related to the Software.
4.5.6. Notify Company of a potential bug, error, malfunction, technical aspects or functionality not executing as outlined in the Documentation (collectively “Bug”), or other problems in accordance with SIS’ then current problem reporting procedure. Unexpected behavior isolated to Customer’s specific configuration or environment, will not be considered a Bug. If SIS believes that a problem reported by Customer may not be due to a Bug, SIS will so notify Customer.
4.5.7. Provide the Software registration number with every support request.
4.6. Exclusions. Company shall have no obligation to support:
4.6.1. Altered, damaged or Customer-modified Software, or any portion of the Software incorporated with or into any other software or product;
4.6.2. Any version of the Software other than the current version of the Software or immediately previous sequential release version;
4.6.3. Software incidents caused by Customer’s negligence, abuse, misapplication or use of the Software other than as specified in the Documentation, or other problems beyond the reasonable control of Company; or
4.6.4. Software installed on any hardware, operating system version or network environment that is not supported by Company;
4.6.5. Questions related to modifications to the Products and Services;
4.6.6. Configuration of other applications required by the Company Products and Services, including, but not limited to Microsoft Windows, Microsoft IIS, SMTP, Microsoft SQL Server, firewalls, or networking components.
5. Customer Content. As between Company and Customer, all title and intellectual property rights in and to all electronic data or information stored in the Products or used to provide the Services that is owned by Customer (“Customer Content”) are owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Services, Company may store and maintain Customer Content for a period of time consistent with Company’s standard business processes for such Services. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement and the applicable Order Form and Statement of Work as applicable. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by Company to perform the Services.
6. Third Party Services. Except as expressly permitted in this Agreement, made available in the interface library or a custom interface developed by Company, or as otherwise agreed by Company in writing, Customer is prohibited from linking to the Software or framing of all or any portion of the Software. Company reserves the right to disable any unauthorized links or frames. Company will not be responsible and expressly disclaims any liability for any third party services that Customer may use or connect to through the Products. If Customer activates any APIs or links to enable data sharing through the Software or directs Company to do so on its behalf, Customer thereby authorizes Company to send and receive Customer Content with any such activated third-party service and represents and warrants to Company that Customer has all appropriate right and title to grant such authorization. Customer will be solely responsible for any third-party fees related to the third-party services and compliance with any applicable third-party service terms.
7. Intellectual Property.
7.1. Proprietary Rights. Company’s intellectual property, including without limitation the [Service], its trademarks and copyrights and excluding any [Customer Content] contained therein, and any modification or derivatives thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
7.2. Feedback. Customer agrees that advice, feedback, criticism, or comments provided to Company related to the [Service] are given to Company and may be used by Company freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in Company’s intellectual property.
8. Payment and Taxes.
8.1. Fees.
8.1.1. One-Time Fees. One-Time Fees and their applicable payment terms are identified in the Order Form.
8.1.2. Maintenance and Support Fees. Maintenance and Support Fees as identified in the Order Form will be effective upon the earlier of: (a) the date of the registration of the delivered Software license or (b) fifteen months from the date of purchase of the Software license, are invoiced according to the terms identified in the Order Form and are payable annually in advance.
8.1.3. Training Packages. Packages of service hours and training hours (“Hours”) are sold in hourly allotments, pre-paid in advance and subject to expiration. Hours cannot be used more than twelve months after the date of the last signature on the Order Form. Any Hours that remain unused twelve months after the date of the last signature on the Order Form will expire.
8.2. Payment. Fees are set forth in the applicable Order Form (“Fees”). Company will send invoices to the contact(s) provided in an Order Form. Unless otherwise set forth in the applicable Order Form, Fees are due and payable by Customer within 30 days of date of the invoice for such Fees. Undisputed amounts that are past due will be subject to a monthly charge of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer agrees to pay all reasonable costs of collection in the event any amount is not paid when due. Company, upon notice to Customer, which notice may be in the form of an invoice, will have the right to change Fees effective any time after the first year, which right will include without limitation the right to charge a Fee for new features or functions of the Service or for features or functions that have previously been offered at no charge. Unless otherwise noted in the Order Form, all Fees are payable in United States Dollars, and non-refundable.
8.3. Taxes. Company Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature including value-added, sales, use or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes for which Customer is responsible under this Section. Company may invoice taxes to Customer and Customer will pay such taxes unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
9. Term and Termination.
9.1. Term. This Agreement will be effective as of the stated date in an initial Order Form (“Effective Date”) and remain in effect for so long as Customer uses the Products and Services or until terminated by either party as permitted by this Agreement..
9.2. Termination. Customer may terminate this Agreement by completely ceasing use of the Products and Services and destroying all copies of the Software, notifying Company and providing any reasonably requested support of such destruction. Either party may terminate this Agreement immediately for a breach by the other party of any of its material terms, if the breaching party has failed to cure such breach (if curable) within 30 days of receipt of written notice from the non-breaching party describing the breach. Either party may terminate this Agreement without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within 60 days), or has a receiver or trustee appointed for substantially all of its property.
9.3. Effects of Termination. Upon the expiration or termination of this Agreement for any reason, request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential Information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement) and any unpaid, undisputed amounts due through termination will become immediately due and payable.
9.4. Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Customer’s payment obligations under this Agreement.
10. Confidential Information.
10.1. Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Products and Services, all features and functions thereof and related pricing and product plans will be the Confidential Information of Company.
10.2. Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
10.3. Exclusions. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.
11. Disclaimers. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT COMPANY WILL CORRECT ALL ERRORS OR THAT THE PRODUCTS AND SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE PRODUCTS AND SERVICES THAT ARISE FROM CUSTOMER CONTENT OR THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
12. Limitation of Liability. IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS, SERVICES OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO COMPANY IN THE 12 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.
13. Indemnification. Customer agrees to defend and indemnify Company and its affiliates from and against any legal action, demand, suit, or proceeding brought against Company or its affiliates by a third party arising out of or related to the Customer Content or Customer’s use of the Products and Services.
14. Publicity. Customer hereby consents to Company identifying Customer as a customer by name and logo in Company’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, Company will have 30 days to process Customer’s request.
15. Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
16. Notices. Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to provide notice to Company, Customer will send notice via email to: [email protected]. Company will send notices to one or more contact(s) on file for Customer.
17. Attorney’s Fees. In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.
18. Relationship of the Parties. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
19. No Third-Party Beneficiaries. This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
20. Equitable Remedies. Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.
21. Force Majeure. Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.
22. Limitation of Claims. No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first has actual knowledge of the facts giving rise to the cause of action.
23. FCPA Compliance. Customer will comply with the United Stated Foreign Corrupt Practices Act (as amended) and any analogous law or regulations existing in any other country or region, in connection with its performance under this Agreement. Customer shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to compensation derived from this Agreement, to government or political party officials, candidates for government or political office, or representatives of other businesses or persons acting on behalf of the foregoing, that would violate any applicable law, rule or regulation.
24. Export Compliance. Customer must comply with United States, foreign and international laws and regulations, including without limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the Products and Services including technical data and any deliverables provided under this Agreement and Customer agrees to comply with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer is responsible for ensuring that no data, information, software programs and/or materials resulting from the Products and Services (or direct product thereof) will be exported directly or indirectly in violation of these laws. Customer will indemnify Company for any violation by Customer of any applicable export controls or economic sanctions laws and regulations.
25. Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in all respects in accordance with the laws of the state of Delaware, without regard to its conflicts of laws principles. Each party hereby consents to the exclusive venue and jurisdiction of the federal courts of New Castle County, Delaware. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
26. Severability, Waiver and Amendment. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.
27. Counterparts, Entire Agreement and Order of Precedence. This Agreement or any Order Form may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement, together with any Order Form(s) states the entire agreement of the parties regarding the subject matter of this Agreement, and supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. If an ambiguity or conflict exists among the documents the order of precedence will be: (a) the terms and conditions of an Order Form; and (b) the terms and conditions of this Agreement. Any preprinted terms on any purchase order are hereby expressly rejected by Company and will be of no force or effect.