Unity Ads Terms of Service for Advertisers Unity

      Comments Off on Unity Ads Terms of Service for Advertisers Unity

These Terms of Service for Advertisers, along with any relevant Insertion Orders each an “IO” and, together with these terms the “Agreement” is a binding contract among you and Unity Technologies SF, that’s an entity duly organized and present under the laws of the state of California together with its affiliates and subsidiaries, “Unity”, and governs your use of the amenities and/or merchandise made available by Unity the “Advertiser Service”. The term “you” and its variants as used during this Agreement means, as applicable, either the individual employing the Advertiser Service in his or her particular person capacity or the agency or other entity affiliated with any particular person utilizing the Advertiser Service on behalf of that agency or other entity. See Section 20 for definitions of sure capitalized terms used in this Agreement. If you’re entering into this Agreement on behalf of a company or other entity e. g.

, an Agency on behalf of an Advertiser, you represent that you’re a duly licensed employee or agent of such company or other entity with the authority to enter into this Agreement on behalf of such agency or entity and the term “you” and its variants will also refer to such third partyies on a joint and a few basis. If you’re an individual entering into this Agreement to your own behalf, you signify that you’re the age of legal majority or older and feature the legal capability to enter into and be bound by this Agreement. 1. 2. You are guilty for maintaining the safety of all passwords and other credentials issued to or created by you and any of your employees or agents in connection with the Advertiser Service. You also are guilty for any and all actions that occur on, through or under this kind of credentials or otherwise in connection your Service Accounts and use of the Service Platform, including crusade orders.

You comply with immediately notify Unity of any unauthorized use of any of your Service Accounts, passwords or credentials, as well as any other safety breach associated with your Service Accounts. 2. 1. Subject to this Agreement, you are able to use the Service Platform and/or, if applicable, execute an IO to specify central guidance for the facilities and/or campaigns you want to order e. g. , budgets, attribution window, scheduling, territories, bids prices and targeting parameters “Campaign Information” and to supply essential Ad creative e.

g. , videos, end cards, playable, or other inventive assets e. g. , art, text, screenshots. Unity will use the attribution window as supplied by your Attribution Partner as hereinafter defined; so long as you comply with notify Unity of any changes to your attribution window sooner than such change. Unity will use commercially reasonably priced efforts to comply with the Campaign Information and enterprise to carry inventory for submitted crusade orders, field to stock availability, your compliance with Documentation as hereinafter defined, and fee in full of all sums payable to Unity pursuant to Section 4 below.

Unity is free to choose the dimensions, placement and positioning of your Ads and the Network Properties wherein your Ads are added, and may crop or resize Ads. Unity may programmatically modify Ad components e. g. , calls to action, end cards, text placement in order to optimize your campaign in the direction of your targets or differently to improve crusade functionality. Further, where you request such facilities, Unity may use artistic content material provided by you to create Ads in your behalf and insert such Ads into your campaigns.

You acknowledge and agree that actual budgets, scheduling, bid prices, cost per install or other beginning objectives or functionality metrics, aren’t certain and you may be charged for inventory introduced in excess of your budgets. You may modify your campaign suggestions every so often or cancel any crusade throughout the Service Platform or, if relevant, touch your account supervisor, provided you recognize that it may take in to two 2 business days for the sort of amendment or cancellation to be beneficial. 2. 3. You signify and warrant that A You own or have all necessary rights including, all highbrow property and proprietary rights to your Ads adding, as had to grant the licenses set forth herein, the Advertiser Properties and the Advertised Goods; B the Ads, Advertiser Properties and Advertised Goods i will adjust to all relevant laws, self regulatory rules, industry rules and governmental regulations and necessities collectively, “Applicable Law”; ii aren’t false, misleading, misleading, unethical, defamatory, libelous, or threatening, harmful, abusive, harassing, tortuous, vulgar, obscene, pornographic, invasive of another’s privacy, subversive, hateful, or racially, ethnically or differently objectionable or contrary to public attention, public order, or national harmony; iii do not infringe or misappropriate the rights of any third party; and iv could not somewhat be determined to tarnish the goodwill of Unity or any Network Property; and C your use of the Advertiser Service and your Ads will adjust to the Advertiser Content Policy as well as Applicable Laws.

3. 1. In connection with your use of the Advertiser Service, you agree to implement and comply with all technical and other requirements for the Advertiser Service e. g. , for conversion monitoring or ad tag implementation requirements communicated to you from time to time by Unity “Documentation” and to supply correct, current and comprehensive models of your Ads via the Service Platform or other mechanisms Unity calls for. You recognize that absent such compliance, Unity may be unable to supply the Advertiser Service to you or the Advertiser Service may function incorrectly.

Unity will don’t have any legal responsibility to you if Unity is unable to deliver the Advertiser Service to you or the Advertiser Service fails to function appropriately on account of your failure to adjust to this Section 3. 1. 3. 2. You agree you won’t, and you may not enable or authorize any third party to, i engage in unlawful or fraudulent behavior, including by virtue of the Ads, Advertiser Properties, Advertised Goods or use of the Advertiser Service; ii use any computerized means or sort of scraping or data extraction to access, query or otherwise gather information from the Network Properties or the Advertiser Service adding, the Service Platform; iii copy, modify or create by-product works of the Advertiser Service or any connected generation including, the Service Platform; iv modify, opposite engineer, decompile, disassemble, or intervene with the Advertiser Service adding, the Service Platform, any approaches used for calculating ad engagement or conversions, any Network Properties or any device or system; v supply Ads that convey or introduce malware, spyware or every other malicious code or in a different way intervene with the Advertiser Service adding, the Service Platform, any procedures used for calculating conversions, any Network Property or any device or system; vi breach or sidestep any security measure of Unity or any third party; vii sublicense, rent, sell, or lease access to the Advertiser Service or Service Platform; viii use the Advertiser Service to create any other product, service or dataset except with appreciate to Campaign Information; ix log, seize, or differently create any record of any data transmitted to or from the Advertiser Service; or x make or put up any representations or warranties on behalf of Unity in regards to the Advertiser Services or Service Platform with out Unity’s prior written approval.

Unity may, at any time, for any reason or no reason at all, modify or terminate any part or all of the Advertiser Service adding, the Service Platform or suspend your capacity to use the Advertiser Service including, the Service Platform. Unity may reject or remove any Ad or droop or terminate any of your campaigns at any time, for any reason or no reason at all. You acknowledge that Unity doesn’t guarantee that impressions may be displayed on any particular Network Property or appear in any particular position or rank. 3. 3 Third Party Terms. Certain parts of the Advertiser Service may require attractiveness of third party terms to supply bound products or services to you.

You are guilty for reviewing any relevant terms before engaging in any part of the Advertiser Service to which such terms apply. You agree that Unity may accept such third party terms and conditions as agent on your behalf where essential for Unity to function the Advertiser Service asked by you. Links to or copies of the sort of terms may be supplied upon request. You hereby authorize Unity to just accept such terms in your behalf to be able to carry out the Advertiser Service and agree and acknowledge that i you may be area to such extra terms and ii Unity shall haven’t any responsibility nor legal responsibility when it comes to such additional terms. 3. 4 Beta/Experimental Services.

From time to time, Unity may supply amenities in experimental, “beta”, or every other in advancement unlock form, adding “preview applications” “Beta Services”, that may be subject to extra terms. You recognize and agree that any Beta Services are still in development, unfinished, and may have bugs. Beta Services may not work as meant or at all. As a result, while technical aid may be offered by Unity at its sole discretion as described in any Documentation associated with such Beta Services, you acknowledge and agree that Unity has no duty to deliver any assist in reference to the Beta Services, nor any patches, updates, new releases, or new versions of the Beta Services. Unity may stop Beta Services at any time in its sole discretion and might never cause them to commonly available. Unity has no liability for any harm or damage coming up out of or in connection with any Beta Services.

4. 1. Prepaid Accounts. You can pay for all inventory on a prepaid basis via PayPal or other fee methods accepted by Unity “Prepaid Funds”. All Prepaid Funds paid to Unity are the unique property of Unity and non refundable. Unity will deduct out of your Prepaid Funds fees for stock introduced based on the relevant prices set for you campaign order, quantities for bound relevant taxes and account carrier fees equal to the stability of any Prepaid Funds not spent within three hundred and sixty five days.

See also  Focused on OOH? Here’s What to Look for in a DSP Adelphic

In the development Prepaid Funds are inadequate to cover all fees and other amounts, you agree to immediately fund your Service Account with additional funds adequate to cover the deficiency. Unity reserves the proper to invoice you for relevant fees and other amounts in the development sufficient additional Prepaid Funds are not added to your Service Account within twenty four hours, which you may be obligated to pay in the forex required by Unity within ten 10 enterprise days. 4. 2. Insertion Order Accounts.

Unity may, in its sole discretion, will let you submit an IO asking for facilities. Unity reserves the right to request a prepayment and/or pay as you go retainer from you at any time, which shall be non refundable and the exclusive assets of Unity upon payment. For IO Accounts, payments are due thirty 30 days from invoice date all payments are due in US Dollars and are unique of any taxes. Invoices may be sent at the start of the month for the previous months’ endeavor. No deductions for any Agency commissions are permitted. If relevant, Advertiser and Agency are each deemed jointly and severally liable for all fee legal responsibility under the IO.

In the development an IO includes custom cloth or other elements created by Unity or any third party, price shall be non cancellable and also you shall be chargeable for the whole amount owed. 4. 3. General Payment Terms. You agree that you’ve got all essential rights, power, and authority to authorize each such payment. You agree to maintain sufficient funds or credit availability in your payment method to fulfill your quantities due and that Unity reserves the correct to droop your Service Account if enough funds or credit availability aren’t available at the time your price is submitted.

Without proscribing Unity’s rights or treatments, for unpaid invoices, late bills or insufficient funds: a Unity may charge interest on overdue quantities at the lesser of 1. 5% per thirty days or the greatest rate allowed under Applicable Law; b You will reimburse Unity for all costs incurred in reference to the assortment of amounts payable and late c Unity reserves the right to suspend your Service Account due to inadequate or late charge d You agree that Unity may use any funds differently payable to you under any agreement between you and Unity to satisfy any sums you owe to Unity, adding, without drawback, unpaid invoices, late bills, attention bills or insufficient bills. Order recognition is area to credit approval and you shall provide assistance fairly requested by Unity to compare each such entity’s credit on an ongoing basis. Unity reserves the correct to cancel credit or require prepayment and/or prepaid retainer at any time for any reason in its sole discretion. You recognize that Unity is not guilty for and you will bear the pricetag of stock associated with invalid recreation comparable to starts, views, clicks or installs not coming up from human interplay, click fraud and technological issues.

4. 4. Taxes. Unity may deduct any national, federal, state, local, or other taxes and exams, including value added taxes and amounts levied in lieu thereof in keeping with costs set, amenities performed or quantities accrued hereunder. Payments made under this Agreement shall be made with out deduction or activate for any withholding taxes, levies, imports, duties, bills and/or fees imposed by any governmental taxing authority except as required by law.

In the event where you are required to make this kind of deduction as required by Applicable Laws, you will pay to Unity such extra amounts as are essential to make sure Unity’s receipt of the complete amount that Unity would have received but for the deduction. You will directly reimburse Unity for the sort of taxes or duties that Unity pays to taxing authorities. You will quickly produce any tax guidance or documentation required by Unity. 5. 1. You grant Unity a non unique, everywhere, royalty free, fully paid up, transferable and sublicensable right and license to access, use, store, distribute, reproduce, modify, transmit, perform, exhibit and publish your Ads in inventory placements in Network Properties and as had to provide the Advertiser Service.

You extra grant Unity the express right to use your content, logos, name, and any trade names, suddenly or consent, in promotional, sales, financial, advertising and marketing and/or public family members ingredients and other communications to determine that you’re a client of the Advertiser Services. 7. 3. You represent and warrant that neither you nor any Attribution Partner will: i collect, use, transmit, combine, merge, join, synch, combine, link, or examine any own guidance, personally identifiable information or sensitive suggestions as defined under Applicable Laws with, or differently try to re identify, any Device Identifiers got at once or in a roundabout way from Unity; ii use Device Identifiers bought without delay or in some way from Unity for any purposes apart from calculating conversions and frequency capping of Ads; and iii use Device Identifiers and other data obtained pursuant to this Agreement solely on behalf of Advertiser in connection with the Ads, and no other client of Attribution Partner. Any Attribution Partner shall not be considered 1/3 party beneficiary hereunder and you may be sure that each Attribution Partner complies with the regulations set forth herein.

Any Attribution Partner’s failure to adjust to such regulations will be deemed a breach on your part under this Agreement. 7. 4. You may use Service Data without delay made accessible to you by Unity on an aggregated and nameless basis to evaluate the functionality and effectiveness of your Unity advertising campaigns. You agree you won’t use any Service Data for any other intention and that this prohibition means you might not use any Service Data for retargeting, use any Service Data to construct, append to or augment any user, device or other profile, sell any Service Data, combine any Service Data with any data obtained by or on behalf of an alternate advertiser or move any Service Data to any ad community, ad exchange, data broker or other commercials or monetization service including move of nameless, aggregated or derived data.

You are not required to supply Feedback to Unity, but if youin case you do so, Unity will own the Feedback. You irrevocably assign to Unity okay, title and attention adding all intellectual assets and proprietary rights in and to any Feedback, which Unity, its associates and licensees may take advantage of without restriction or responsibility of any sort. If such assignment is not accepted by law, to the greatest extent accepted by law, you grant Unity a nonexclusive, perpetual, irrevocable, royalty free, world wide right and license to use, reproduce, disclose, sublicense, distribute, modify, and differently take advantage of Feedback with out restrict. Unity may, at any time, for any reason or no reason at all, modify, droop, terminate or discontinue, briefly or completely, all or any part of the Advertiser Service adding any and all facets, capability and availability of any part of the Service Platform or your use thereof and could not be susceptible to you or every other party in reference to this sort of amendment, suspension, termination or discontinuance. In addition, Unity may suspend or terminate your Service Accounts and your skill to access or use all or any a part of the Advertiser Service and/or the Service Platform, at any time, for any reason. Confidential Information includes all information disclosed by a party the “Disclosing Party” to the alternative party the “Receiving Party”, no matter if of a technical, company, or other nature that the Receiving Party knows or has reason to know is the confidential, proprietary or trade secret guidance of the Disclosing Party.

Confidential Information doesn’t come with guidance that: i was lawfully known to the Receiving Party before receiving a similar from the Disclosing Party in reference to this Agreement; ii is independently built by the Receiving Party without reference to the Confidential Information of the Disclosing Party; iii is lawfully acquired by the Receiving Party from an alternative source with out restrict as to use; or iv is or becomes part of the general public domain through no act or omission of the Receiving Party. The parties agree: i not to reveal or in another way make available any Confidential Information to any particular person, agency or other third party unless the third party must access the Confidential Information to function according to this Agreement and the third party has finished a written contract that contains terms that are substantially akin to the terms contained during this Section; ii to use at the least an analogous degree of care to prevent unauthorized use and disclosure of Confidential Information as the party uses with recognize to its own confidential counsel of like importance but in no event under a reasonable degree of care; iii to use Confidential Information just for the intention for which it is supplied and as authorised under this Agreement; iv all Confidential Information will remain the Disclosing Party’s exclusive property; and v to delete and damage all Confidential Information in Receiving Party’s possession upon written notice from the Disclosing Party or termination of this Agreement. If a Receiving Party is required by law to disclose the Confidential Information of the Disclosing Party, such Receiving Party must give prompt written notice except where prohibited by law of such requirement to the Disclosing Party before such disclosure and assist the Disclosing Party in obtaining an order overlaying the Confidential Information from public disclosure. The responsibilities in this Section will survive termination of this Agreement until the expiration of 3 years from the date of last disclosure. Notwithstanding the foregoing, with respect to a Disclosing Party’s trade secrets and techniques, the Receiving Party’s obligations under this Agreement remain in effect if the Confidential Information is still a trade secret under the Uniform Trade Secrets Act.

See also  Examples of Manipulative Advertising Small Business

Notices to you are able to be sent by email to the address you provide to Unity or via the Service Platform. Notices to Unity may be sent by email to unityads ; supplied, even though, that any notice to Unity regarding termination, breach, indemnification or any other legal worry together, “Legal Notice” must be made in writing and introduced by hand birth, or by internationally identified overnight courier service, or by prepaid, licensed U. S. mail return receipt asked, to: Unity Technologies, 30 3rd Street, San Francisco, CA 94103, USA, Attn: Legal Department. THE ADVERTISER SERVICE, THE SERVICE PLATFORM AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE ADVERTISER SERVICE ARE PROVIDED BY UNITY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. UNITY DOES NOT WARRANT THAT THE ADVERTISER SERVICE, THE SERVICE PLATFORM, ANY NETWORK PROPERTY OR ANY PART OF ANY OF THE FOREGOING WILL OPERATE UNINTERRUPTED OR ERROR FREE.

UNITY MAKES NO WARRANTY REGARDING THE RESULTS YOU WILL OBTAIN THROUGH THE USE OF THE ADVERTISER SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNITY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS EXPRESS OR IMPLIED, ORAL OR WRITTEN WITH RESPECT TO THE ADVERTISER SERVICE, THE SERVICE PLATFORM, THE SERVICE DATA, THE NETWORK PROPERTIES AND THE INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH ANY OF THE FOREGOING, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: I WARRANTIES OF MERCHANTABILITY; II WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE WHETHER OR NOT UNITY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE; AND III WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UNITY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, UNITY AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FROM ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO ANY PART OF, OR IN CONNECTION WITH, THE ADVERTISER SERVICE, THE SERVICE PLATFORM, THE SERVICE DATA, ANY NETWORK PROPERTIES AND/OR THIS AGREEMENT, UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE LESSER OF THE AMOUNTS PAID BY YOU IN CONNECTION WITH THE ADVERTISER SERVICE IN THE MOST RECENT THIRTY DAYS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR ONE HUNDRED U. S.

DOLLARS USD $100. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL UNITY OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR I ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, II DAMAGES FOR OR RELATING TO LOSS OF DATA, BUSINESS, REVENUES OR PROFITS WHETHER DIRECT OR INDIRECT OR III DAMAGES FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER OR NOT UNITY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. You will indemnify, defend and hold harmless Unity and its associates and company partners, and any of their respective directors, officials, personnel, agents, contractors and licensees, from and in opposition t any and all claims, demands, causes of action, settlement costs and damages awarded, including within your means attorney’s fees, bobbing up from any third party claim based upon or differently coming up out of: i any claim alleging facts that could represent a breach of any of your representations, warranties or duties during this Agreement; ii any claim relating to any of the Ads, Advertiser Properties or Advertised Products or your use of the Advertiser Service; iii Unity’s use of any content or generation that you just require Unity to use; and iv any negligent act or willful misconduct by you or any party acting for your behalf. At Unity’s option, you are going to assume control of the protection and settlement of any claim subject to indemnification by you provided that, in such event, Unity may at any time elect to take over handle of the protection and settlement of any such claim. In any event, you may not settle any claim without Unity’s prior written consent.

This Agreement is governed by and construed according to the laws of the State of California, United States of America, with out regard to or application of clash of laws rules or ideas and despite your vicinity. The United Nations Convention on Contracts for the International Sale of Goods won’t apply. Except as set forth below, any dispute bobbing up out of or in reference to this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration. The parties comply with arbitrate all disputes in the City and County of San Francisco, California, United States of America before the American Arbitration Association “AAA” and under the then relevant AAA’s Commercial Arbitration Rules. The arbitration shall be performed by one 1 arbitrator in English. The events further agree that any arbitration shall be carried out of their individual capacities only and never as a class action or other representative action, and the events expressly waive their right to file a category action or seek relief on a class basis.

YOU AND UNITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a category basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the events shall be deemed to have not agreed to arbitrate disputes. Notwithstanding the parties’ contract to unravel all disputes via arbitration, either party may bring an action in any court to enforce its intellectual assets or other proprietary rights including, to seek injunctive relief or differently to hunt temporary, initial or other expedited or provisional injunctive relief but not money damages. The parties comply with accept carrier of method by mail, and hereby waive any and all jurisdictional and venue defenses otherwise accessible. The term of the Agreement will begin upon the in advance of your reputation of the Agreement or having access to or applying any part of the Advertiser Service or Service Panel and could end when terminated by either party.

Each party may terminate this Agreement at any time, without or with cause, by providing at the least forty eight 48 hours’ prior notice to the opposite party as set forth during this Agreement. Upon termination, all rights and responsibilities of the parties under this Agreement will end, except that fees collected as of the date of termination, all interest thereon and costs of assortment has to be paid within thirty 30 days following termination and Sections 1. 2, 2. 3, 3. 2, 4 and 6 via 20 will survive termination. The words “come with” and “including” and diversifications thereof aren’t deemed to be terms of obstacle, but rather could be deemed to be observed by the words “with out issue.

” This Agreement sets forth the whole contract among Unity and you associated with the subject matter hereof and supersedes any and all prior or contemporaneous agreements no matter if written or oral with appreciate to the area matter hereof. In the event of any conflict between the terms of this Agreement and every other agreement adding any buy order terms and prerequisites or terms and prerequisites of sale, the terms of this Agreement shall prevail. This Agreement, and any rights and licenses granted hereunder, may not be delegated, transferred or assigned by you with out Unity’ prior written consent, and any try to do so in breach of the foregoing will be null and void. Unity may freely move or assign all or any of its rights and duties associated with this Agreement at any time. This Agreement will inure to the benefit of and be binding upon each party’s respective successors and assigns. Unity and also you are unbiased contractors, and neither Unity nor you are an agent, representative or partner of the alternative.

The waiver of any breach or default of this Agreement will not represent a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable in any admire under any applicable law, then such provision may be severed and replaced with a new provision that almost all intently reflects the usual intention of the events, and the last provisions will remain in full force and effect. Neither party shall be responsible for failure to perform any obligations hereunder other than the obligation to pay quantities due due to a cause beyond its low in cost manage, including, with out difficulty, terrorism, fire, civil disturbance, war, insurrection, earthquake, flood and similar occurrences, so long as functionality shall resume once feasible after the cause no longer prevents performance. The use of headings herein is for comfort only and shall not be used to interpret this Agreement.