Geocortex Legal Information

Geocortex Legal Information

Licensing Terms of Use


Most Geocortex products are licensed under the Master License Agreement included with the product. If you are in the process of installing Geocortex software, you should first read the VertiGIS North America Master License Agreement below.

 

VertiGIS North America Master License Agreement (L204, L300)

 

Data Protection Addendum

 

Implementation Services Agreement

 

Please check the Master License Agreement Terms and Conditions periodically for updates.

 

If you have any questions about our Licensing and Terms of Use policies, please send us a message.

Maintenance & Technical Support

VertiGIS North America Maintenance and Support Policy sets out the provision of maintenance and general technical support. Maintenance, which encompasses research & development service for product releases, enhancements or upgrades, is not mandatory and is at the licensee’s option.

 

Maintenance & Support Policy (L400)

 

Please check the Maintenance and Support Policy periodically for updates.

 

If you have any questions about our Maintenance and Support Policy, please contact us.

Copyright & Trademarks

Property Rights Acknowledgement
Copyright © 2021, VertiGIS North America Ltd.
All rights reserved.

 

Copyright
The information contained in this work is the exclusive property of VertiGIS North America Ltd., and any respective copyright owners. This work is protected under international copyright law and other international copyright treaties and conventions.

 

Unless otherwise specified or expressly permitted in writing by VertiGIS NA, no part of this work may be copied, redistributed, reproduced or republished in any form.

 

Trademarks
Certain names, graphics, logos, icons, designs, words, titles or phrases at this web site may constitute trade names, trademarks or service marks of VertiGIS North America Ltd. or other entities.

 

Other companies and products mentioned herein may be trademarks, service marks, or registered marks of their respective mark owners.

 

Esri, the Esri globe logo, ArcGIS, @esri.com, and esri.com are trademarks, service marks, or registered marks of Esri in the United States, the European Community, or certain other jurisdictions. Trademarks are provided under license from Esri.

 

Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents herein may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.

 

If you have any questions about our Copyright and Trademark policies, please send us a message to legal-ca@vertigis.com

 

Privacy Content Information
Please contact us about privacy information or privacy issues by sending and email outlining your concerns to: legal-ca@vertigis.com

 

Analytics Opt-Out
This website uses functions of the web analytics services Google Analytics. To Opt-Out of Google Analytics tracking
install the Google Analytics Opt-Out Browser Extension

 

Consumer Opt-out
Opting out of interest-based advertising does not mean you will no longer see advertising online. It does mean that the company or companies from which you opt out will no longer show ads that have been tailored to your interest. For more information, or to opt out, please visit the National Advertising Initiatives Consumer Opt Out Page.

 

Ad Settings
Much of Google’s business is based on showing ads, both on Google Services and on websites and mobile apps that partner with them. Google tries to make the ads more useful by collecting data from devices consisting of (but not limited to), location, searches, websites visited, age, gender and topics of interest.

 

You can turn off ad personalization or make the advertising you receive from Google more interesting and relevant to you through Google AdSettings.

Privacy Statement

Lasted Updated: March 29, 2021

 

Through this privacy statement, VertiGIS North America Ltd. (hereinafter: “VertiGIS NA” or “we/our) wishes to inform the person of whom it collects, uses and stores (in other words: processes) personal data through its website www.geocortex.com (the “Website“). These persons may include business contacts, vendors, directors, agents, prospects/customers and their representatives, employees and/or shareholders, as applicable. VertiGIS NA shall qualify as a data controller for such processing activities. In this statement, we use the word “you” to refer to anyone within the scope of this statement.

 

Currently, the Website’s personal data processing functionality is limited. This privacy statement only applies to the extent that personal data is actually processed via the Website.

 

Other websites, products and services offered by VertiGIS NA or its partners are subject to a separate privacy statement. This statement does not apply to such websites/products/services.

 

The personal data we collect
Personal data is any information relating to an identified or identifiable natural person, such as you. In relation to the Website, personal data is only collected when you provide it to us, or when we collect it from you in the course of your dealings with us, or in the course of your use of the Website. Such information may be collected through cookies placed on your device. To the extent that your prior consent is required to place cookies, you will be given the opportunity to consent before cookies are placed.

 

Depending on the processing activity, the information we process in relation to you may consist of:

  • First and last name and/or any other information regarding your contact with us through our Website;
  • Data regarding your equipment, such as an IP address;
  • Data regarding your use of the Website.

In the future, it may be mandatory for users to provide certain personal data in order for us to be able to provide services through the Website, as applicable. In such event, if you do not provide the personal data which is marked as mandatory (where relevant), we may not be able to provide you with the relevant services.

 

How personal data may be accessed
Should personal data be processed, access to personal data relating to you is limited. It is VertiGIS NA’s policy that persons within the organization should only have access to personal data on a need-to-know basis.

 

In some cases we share your personal data with third parties. VertiGIS NA may share your personal data with:

  • Internal departments that are involved in handling a matter to which you are – directly or indirectly – a party, such as Finance, Sales, Marketing, Operations;
  • Customers, partners, suppliers or service providers of VertiGIS NA, acting as data processor or data controller, such as hosting providers, IT service providers, resellers, and external advisors, accountants and lawyers;
  • Supervisory authorities and other governmental bodies, to comply with legal obligations;
  • Third parties involved in a transaction (such as a mergers or acquisitions) pursuant to which (a part of) our business is sold or transferred.

We will only transfer your personal data to the abovementioned third parties for the purposes explained in this privacy statement, and only to the extent permitted under applicable data protection laws.

 

Third parties to whom we transfer your personal data are themselves responsible for compliance with data protection law, unless they act as our data processor. We are neither responsible nor liable for the processing of your personal data by third parties if they act as an independent data controller.

 

International transfers of personal data
In connection with our business and for administrative, management and legal purposes we may transfer your personal data to a recipient who is located in a country outside of the European Economic Area (EEA). Should we transfer personal information to a recipient that is located in a country outside of the EEA that does not offer an adequate level of data protection, we will put in place appropriate safeguards – as required – in accordance with our legal obligations to ensure that personal data is adequately protected, irrespective of the country to which it is transferred. These safeguards may include the execution of additional contracts based on EU model clauses to ensure that your personal data will be protected by standards which are equivalent to those that protect your personal data when it is in the EEA.

 

If you would like to obtain a copy of the safeguards implemented to protect your personal information when – as applicable – it is transferred to a recipient in a country outside the EEA that does not offer an adequate level of data protection, please contact legal-ca@vertigis.com.

 

Our legal bases for processing
Under data protection laws, we are allowed to process personal data only if we can rely on one or more of the legal grounds for processing. These are:

  • Consent – Your consent, where legally required.
  • Contract – The processing is necessary for performance of a contract with you/your company or to take steps at your request prior to entering a contract.
  • Legal obligation – The processing is necessary to comply with our legal obligations.
  • Public interest – The processing is necessary for the performance of a task carried out in the public interest.
  • Legitimate interests – The processing is necessary for our or a third party’s legitimate interests. We, or a third party, have legitimate interests in carrying on, managing and administering our respective businesses effectively and properly and in connection with those interests processing your data. These interests also include inter alia IT security, the monitoring of transactions and marketing. Your data will not be processed on this basis if our or a third party’s interests are overridden by your own interests, rights and freedoms.
  • Vital interests – Where processing is needed to protect your vital interests (or someone else’s interests) and you are not capable of giving your consent. This is only likely to apply in very exceptional circumstances such as in a medical emergency.

 

Purposes and legal ground for the processing of personal data
VertiGIS NA processes personal data for the purposes described below. As explained above, processing in this context might include transfers to third parties and/or outside of the EEA. From time to time, we may publish specific notices setting out (additional) details regarding particular processes or programs being adopted by us.

 

Purpose Legal ground
Contact with you, through our webform(s) or contact page(s) Contract /
Legitimate interests
Direct marketing through email or phone Consent (where required) /
Legitimate interests
Responding to your request for information or enquiry. Depending on your question, request or enquiry, we may have to share your communication with the relevant reseller in your territory or another third party as applicable. Contract /
Legitimate interests
Administration and record keeping Legal obligation
Ensuring physical-, system- and IT security, including the security of our Website. Legitimate interests
Analysing the use of our Website, including clicks and other data related to one’s use of the Website, through cookies and similar techniques as applicable. Legitimate interests
We optimize our campaigns, based on your surfing behavior, and may display – inside and outside of our Website – personalized content/advertisements. We use cookies and similar technologies. Information obtained in this context can be added to your customer profile that we hold on you/your company. Consent (where required /
Legitimate interests
Corporate transactions/due diligence. In the course of a potential merger or takeover, your personal data (if processed) may be provided to a potential buyer or investor. Legitimate interests

We are not engaged in any automated decision making without human intervention, which affects data subjects.

 

Cookies and similar technologies (e.g. pixels)
Our Website uses cookies and similar technologies, as further explained in our Cookie Statement. This includes cookies and similar technologies to support the functionality of our Website, to analyze the use of our Website, to monitor traffic, and to optimize our campaigns – for instance by offering personalized content. Where required, we will ask for your prior consent. Consent can be revoked at any time, by deleting the relevant cookies. If no consent is required by law, you will have the right to opt-out from your (personal) data being processed by or in the context of cookies placed through our Website by adjusting your cookie settings. Please consult our Cookie Statement if you would like to know how to adjust your cookie settings.

 

Your rights
We are obliged to inform you of your rights:

  • Right of access, this means you can make a request to obtain information regarding the personal data we process about you;
  • The right to rectification or correction of your personal data;
  • The right to erasure of the personal data concerning you;
  • The right to restriction of the processing;
  • The right to data portability, this means that you have the right to receive your personal data (if processed by us) in a structured, commonly used and machine-readable format, and that you have the right to transmit those data to another controller;
  • The right to object to certain types of processing;
  • The right to lodge a complaint about our processing of personal data with the competent supervisory authority – should you not be satisfied with our handling of your request or complaint;
  • The right to withdraw your consent, to the extent that it was given.

Your rights, with the exception of (vii), can be exercised by submitting a request to us via the contact details included in this privacy statement, and only to the extent that you enjoy such rights under applicable law.

 

Retention period
We will not store your personal data longer than necessary in light of the purposes stated in this privacy statement, unless we are required by applicable law or regulations to do so. As regards the lifespan of cookies, please consult the Cookie Statement. Please note that we may be legally required to keep personal data we hold about you (whether directly or indirectly) for a fixed period after the information has lost its relevance, for tax and corporate law purposes.

 

Changes to this privacy statement
We may change or update this privacy statement from time to time, to make sure that the information we give is up to date. You will be notified of any changes, if we are required by law to do so.

 

Contact
If you have any questions or comments about this privacy statement and/or the processing of your personal data, please contact legal-ca@vertigis.com.

 

VertiGIS North America Ltd.

 

300 – 1117 Wharf Street
Victoria, British Columbia
V8W 1T7, Canada

Website Terms of Use

Legal Information
All contents of this website are copyright reserved. Please refer to our Copyright and Trademarks – Property Rights Acknowledgement in our Privacy Centre.

 

Disclaimer
While browsing the Geocortex website, you may be able to access the websites of our affiliates and third parties through a hyperlink. VertiGIS NA assumes no responsibility for the privacy practices of third parties’ websites and suggests you review the privacy statements/policies on such websites.

Warranty and Limitation of Liability
THE INFORMATION AND/OR MATERIALS CONTAINED HEREIN ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

VertiGIS Ltd. shall not be liable in any manner for direct, indirect, special or consequential damages, howsoever caused, arising out of use of its website, or the reliance on the information it contains even if VertiGIS is advised of the possibility of such damage.

 

Please review our Privacy Policy in our Privacy Centre to further understand how use of this website may impact you.

 

If you have any questions about our Website Terms of Use policies, please send us a message to legal-ca@vertigis.com.

 

The information contained on this website is subject to change without notice.

 


Cookie Statement
Geocortex’s website, geocortex.com, uses cookies, tracking pixels and related technologies to collect information. A cookie is a small data file that most major web sites write to your hard drive for record keeping purposes when you visit them. Cookies support the proper functioning of our website and allow us to measure activity on the site and to improve your user experience, for example by remembering your passwords and viewing preferences. Also, cookies may also be used to monitor how visitors use the site and to target ads to you on other websites.

 

Cookies are used by us to measure activity on the site and to make improvements and updates based on which areas are popular and which are not. This data collected may be used by third parties (such as Google) to target advertising on other sites, including Google, to previous website visitors and based on online activities. This could be in the form of an advertisement on Google search results page, or a site in the Google Display Network or other websites offering advertising capabilities. Third-party vendors, including Act-On and Google, use cookies to serve ads based on someone’s past visits to this site. Any data collected will be used in accordance with our own privacy policy and Google’s privacy policy.

 

Targeting and tracking cookies require your prior consent. You will be asked to consent upon entering our website. If you’d prefer, you can set yours to refuse cookies or to alert you when cookies are being sent. You can also adjust your cookie settings here.

 

Cookies used on this Site
The cookies that we use on this site, and the purposes for which these cookies are used, are provided below. Please note that this list is not exhaustive; additional cookies may be added, and we may update or remove the cookies below. If additional targeting or tracking cookies will be used, these will be included in the overview.

 

Name Provider Purpose Expiry Type
GeocortexConsent vertigis.com Set to indicate user consent 30 Days HTTP Cookie
_ga analytics.google.com Registers a unique Google Analytics ID that is used to generate statistical data on how the visitor uses the website. 1 Year HTTP Cookie
_gat_gtag_[Analytics ID] analytics.google.com Registers a unique Google Analytics ID that is used to generate statistical data on how the visitor uses the website. 1 Year HTTP Cookie
_gat analytics.google.com Used by Google Analytics to throttle request rate. 1 Year HTTP Cookie
_gid analytics.google.com Registers a unique Google Analytics ID that is used to generate statistical data on how the visitor uses the website. 1 Year HTTP Cookie
_gali analytics.google.com Identifies the last link item clicked for Google Analytics tracking data. 1 Year HTTP Cookie
wfwaf-authcookie-(hash) wordfence.com What it does: This cookie is used by the Wordfence firewall to perform a capability check of the current user before WordPress has been loaded.

Who gets this cookie: This is only set for users that are able to log into WordPress.

 

How this cookie helps: This cookie allows the Wordfence firewall to detect logged in users and allow them increased access. It also allows Wordfence to detect non-logged in users and restrict their access to secure areas. The cookie also lets the firewall know what level of access a visitor has to help the firewall make smart decisions about who to allow and who to block.

Persistent HTTP Cookie
wf_loginalerted_(hash) wordfence.com What it does: This cookie is used to notify the Wordfence admin when an administrator logs in from a new device or location.

Who gets this cookie: This is only set for administrators.

 

How this cookie helps: This cookie helps site owners know whether there has been an admin login from a new device or location.

Persistent HTTP Cookie
wfCBLBypass wordfence.com What it does: Wordfence offers a feature for a site visitor to bypass country blocking by accessing a hidden URL. This cookie helps track who should be allowed to bypass country blocking.

Who gets this cookie: When a hidden URL defined by the site admin is visited, this cookie is set to verify the user can access the site from a country restricted through country blocking. This will be set for anyone who knows the URL that allows bypass of standard country blocking. This cookie is not set for anyone who does not know the hidden URL to bypass country blocking.

 

How this cookie helps: This cookie gives site owners a way to allow certain users from blocked countries, even though their country has been blocked.

3 Months HTTP Cookie

 

You can set preferences for how Google advertises to you using the Google Ad Settings page.

 

Alternatively you can opt out of a third-party vendor’s use of cookies by visiting the Network Advertising Initiative (NAI) opt-out page.

Training Terms and Conditions

Unless superseded by a modified signed training agreement between the parties, this Training Agreement (“Agreement”) is between you (hereinafter “Client”) and VertiGIS North America Ltd. (“VERTIGIS NA”). Client acknowledges that Client has read and understood this Agreement and agrees to be bound by the terms and conditions hereof.

RECITALS
Client wishes to arrange for certain training in the use of GIS software. VERTIGIS NA is willing to conduct training courses regarding the use of GIS software pursuant to the terms and conditions contained herein. The parties therefore agree as follows:

ARTICLE 1 TRAINING DESCRIPTION
VERTIGIS NA offers a set of instructor-led training, self-directed training and related to the use of its Geocortex software.

Instructor-led private training events occur at a client’s site or via the web in a virtual classroom environment. The VERTIGIS NA public software training courses offered and all relevant details are located on VERTIGIS NA’s training website. VERTIGIS NA reserves the right to modify course content when necessary due to software technical capabilities or limitations.

ARTICLE 2 VERTIGIS NA’S RESPONSIBILITIES
•For instructor-led training, VERTIGIS NA will provide an instructor qualified to conduct the course(s) as well as all necessary training materials sufficient for the number of registered participants (hereinafter “Student(s)”) on the scheduled dates. VERTIGIS NA will provide each Student with all required course material, a virtual classroom environment and cloud based Geocortex software, where applicable.
•For self-directed training, VERTIGIS NA will provide access during office hours, in the Pacific time zone as well as all necessary training materials sufficient for the number of Students. VERTIGIS NA will provide each Student with all required course material, and cloud based Geocortex software, where applicable.
•VERTIGIS NA will confirm scheduled virtual classroom training dates approximately three (3) business days prior to the training event start date.
•VERTIGIS NA will confirm scheduled private training dates approximately 13-15 business days prior to the event date.

ARTICLE 3 CLIENT’S RESPONSIBILITIES
•Client must ensure the protection of VERTIGIS NA’s copyrights. CLIENT SHALL NOT RECORD, COPY OR DISTRIBUTE NOR PERMIT A THIRD PARTY TO RECORD, COPY OR DISTRIBUTE ANY OF VERTIGIS NA’S TRAINING MATERIAL(S).
•Client is not authorized to resell seat(s) to a VERTIGIS NA training event, unless explicitly authorized in writing by VERTIGIS NA.
•Client must ensure that all Students have received confirmation from VERTIGIS NA to participate in a VERTIGIS NA training event. Unregistered Students are not permitted to view or participate in an Online Classroom training event. VERTIGIS NA reserves the right to disconnect any Students who permit access to unregistered Students.
•Client must confirm that all registered Students meet the minimum prerequisites for the applicable training event set forth on VERTIGIS NA’s Training website.
•Client must provide written notice to VERTIGIS NA’s Customer Service department at training@geocortex.com of any cancellation, rescheduling, or Student substitution requirements and receive confirmation of these change(s) prior to the training event start date.
•VERTIGIS NA reserves the right to record a classroom training event for future rebroadcast.

ARTICLE 4 SOFTWARE LICENSES
For private instructor-led training, the terms of the VERTIGIS NA license agreement are applicable to all Students and cover all of VERTIGIS NA’s software, data, and documentation licensed for use in any training course to be conducted. VERTIGIS NA may issue temporary software licenses for Client Site Training where there are an insufficient number of software licenses available at the Client’s training facility. Upon conclusion of the training course or event, the Client must uninstall the temporary software licenses and return to VERTIGIS NA any media provided.

ARTICLE 5 CANCELLATION AND RESCHEDULING POLICY
5.1 Virtual Classroom – Individual Student Seats
•When a Student’s place in a training event is filled by another person from the same organization, a Student substitution is allowed at no cost provided VERTIGIS NA’s Training department is notified in advance of the training event start date.
•Students may cancel their enrollment in a training event provided VERTIGIS NA’s Customer Service department is notified.

5.2 Client Site/Private Class (Training Event)
•When a Student’s place in a training event is filled by another person from the same organization, a Student substitution is allowed. A notification is required for Student substitution as soon as possible.
•A training event may be rescheduled by the Client, provided VERTIGIS NA’s Training department is notified seven (7) business days in advance of the training event start date. If appropriate notice of reschedule is provided, Client is responsible for VERTIGIS NA’s reasonable travel expenses and shipping costs incurred.
•A training event may be canceled by the client provided VERTIGIS NA’s Training department is notified seven (7) business days in advance of the training event start date. If appropriate notice of cancellation is provided, Client is responsible for any reasonable travel expenses and shipping costs. If a training event is canceled without appropriate notice, client is responsible for the full training event fee.
5.3 If cancellation of a training event is necessary due to Force Majeure as described in Article 8 below, the affected party is released in full with seven (7) business days notification. The affected party will either reschedule the training or cancel the order without that affected party incurring any liability.

5.4 If VERTIGIS NA is unable to conduct the training on the scheduled date, VERTIGIS NA will notify Client at least seven (7) business days before the scheduled date.

5.5. Client has one (1) year from the date of invoice to undergo training. Any unused training after that one (1) year period shall expire and be forfeited.

ARTICLE 6 CONFIDENTIAL INFORMATION
VERTIGIS NA or Client may disclose to the other party certain confidential information under this Agreement. The disclosing party shall identify the information as confidential information at the time of disclosure. Each party shall use the confidential information described above only for exchanging information needed to provide the training contemplated by this Agreement.

ARTICLE 7 RESERVATION OF OWNERSHIP AND GRANT OF LICENSE
Except as specifically granted in this Agreement, VERTIGIS NA and/or its licensors own and retain all right, title, and interest in software, data, documentation, and training materials.

ARTICLE 8 FORCE MAJEURE
Except with respect to payment obligations under this Agreement, neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from, directly or indirectly, causes beyond the reasonable control of the affected party, including but not limited to fire, floods, earthquakes, epidemic, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, cyberattacks, disruptions or outages of third party services, acts of God or acts, omissions or delays in acting by any governmental authority; provided, however, that the affected party shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall resume performance hereunder as commercially reasonable whenever such causes are removed. The affected party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of Force Majeure.

ARTICLE 9 WARRANTY
VERTIGIS NA will provide training in a manner consistent with the technical and professional standards of the industry.

9.1 Disclaimer of Warranties. WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS
ARTICLE, VERTIGIS NA DISCLAIMS, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, AND NONINFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE DELIVERABLES ARE ERROR FREE.

ARTICLE 10
LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY
IN NO EVENT SHALL VERTIGIS NA BE LIABLE TO CLIENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS; LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, EVEN IF VERTIGIS NA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERTIGIS NA’S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT FOR THE PORTION OF THE TRAINING UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.


ARTICLE 11 GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia, Canada without reference to its conflict of laws principles.

ARTICLE 12 SEVERABILITY
The parties agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable

ARTICLE 13 ENTIRE AGREEMENT
This Agreement constitutes the sole and entire agreement between the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements (including any attached purchase order terms and conditions) between the parties relating to such subject matter.