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Last updated 8 May 2017

Terms and Conditions

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE REGISTERING, DOWNLOADING AND USING ANY SOFTWARE OR SERVICES FROM AGDNA.

BY ACCESSING AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS OF USE AND THE PRIVACY POLICY, YOU ARE NOT AUTHORIZED TO USE OR ACCESS THE SOFTWARE OR SERVICES.

IF YOU WISH TO USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT.

WE MAY MODIFY THESE TERMS OF USE AND THE PRIVACY POLICY AT ANY TIME AND SUCH MODIFICATION WILL BE EFFECTIVE UPON POSTING TO THIS PAGE.

Introduction

Welcome to the AgDNA mobile application, website and other services collectively ("Services") an online solution intended for worldwide use for recording, managing and sharing your farming activities. The Services are provided to you by AgDNA Technologies Inc. ("us" or "we" or "our"), in connection with our partners, Services providers, sponsors, or other affiliates. So that we may safely and responsibly manage the Services for all our users, your use of the Services is subject to the terms and conditions (“Terms and Conditions”) herein.

AgDNA has adopted these Terms and Conditions as well as the Privacy Policy set forth at www.agdna.com (“Privacy Policy”) to make you aware of the Terms and Conditions of your use of the Services.

If you do not accept these Terms and Conditions and the Privacy Policy, you are not authorized to use the Services.  AgDNA reserves the right, at its discretion, to change, modify, add or remove portions of these Terms and Conditions at any time by posting such changes to this page. Please check these Terms and Conditions periodically for changes. Continued use of the Services following the posting of changes to these terms will mean you accept the changes.

All sections of these Terms and Conditions that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled User Content, Third Party Content, Indemnity, Disclaimer of Warranty and Limitation of Liability, and General.

By accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions and the Privacy Policy.

The Services are owned, operated and maintained by:

AgDNA Technologies Inc.
56 East Court Ave.
Winterset, IA 50273
United States

AgDNA Technologies Inc. is a wholly owned subsidiary of:

AgDNA Pty Ltd
Level 6, 360 Queen Street
Brisbane QLD 4000, Australia

ACN 154 890 276
ABN 54 154 890 276

Email: info@agdna.com

 

Definitions

Content: any information or software, data, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials provided by us or provided by our partners, sponsors, or affiliates.

DMCA: the Digital Millennium Copyright Act (DMCA) is a United States copyright law that implements two 1996 treaties of the World Intellectual Property Organization.

External Services: third-party companies that provide additional data and insights to increase the value of the AgDNA Service (eg climate, soil, imagery data).

Guidelines: general rules and information on how the Services should be used.

Registration Information: information such as username and password required to setup an account to use the Services.

Services: AgDNA’s cloud hosted solutions, as well as other AgDNA hosted solutions that display a link to our Privacy Policy.

Submissions: information such as feedback, technical enquiries, comments and suggestions provided by you.

Third-Party Trademarks: any symbol, word, or words legally registered or established by use as representing a Third-Party company or product.

User Content: the submission of content by you including information about your farming activities, agronomic, land, farm management, machine and climate data as outlined in our Privacy Policy.

Use of the Services

The Services allow for the delivery of software, data, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials (collectively "Content"). The Content may be owned by us or may be provided through an arrangement we have with others, including other users of the Services, or our partners, sponsors, or affiliates. The Content is protected by copyright under both United States and foreign laws.

By using these Services, you agree to be legally bound and to abide by these Terms and Conditions, just as if you had signed this agreement. If you do not comply with these Terms and Conditions at any time, we reserve the right to terminate your password, user account, and/or access to the Services (or any part thereof). AgDNA may discontinue or alter any aspect of the Services, including, but not limited to, restricting the time the Services are available, restricting the amount of use permitted, and restricting or terminating any user’s right to use the Services, at AgDNA’s sole discretion and without prior notice or liability. You agree that any termination of your access to the Services under any provision of these Terms and Conditions may be effected without prior notice. Further, you agree that AgDNA shall not be liable to you or any third-party for any termination of your access to the Services.

The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications, (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof, (iii) use of web scraping, web harvesting, or web data extraction methods from AgDNA even if the AgDNA account owner gives permission; and (iv) any use of the Services which is unlawful or in violation of these Terms and Conditions.

By using the Services, you represent and warrant that you are 13 years of age or older. Your account may be terminated without warning, if we believe that you are under 13 years of age.  Your use of the Services is subject, in our sole discretion, to termination at any time.

User Content

The Services include functionality to permit the submission of Content at the direction of users of the Services ("User Content") and the hosting, sharing, and/or publishing of such User Content including information about your farming activities, agronomic, land, farm management, machine and climate data as outlined in our Privacy Policy. You understand that whether or not such User Content is published, we do not guarantee any confidentiality with respect to any submissions.

You shall be solely responsible for User Content you submit and the consequences of our posting or publishing such User Content. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and these Terms and Conditions; and (ii) you have the express consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Services and these Terms and Conditions.

You are the owner of your original User Content and by submitting the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the User Content in connection with our provision of the Services and our (and our successors') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, if you have permitted such access through your account settings, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content as permitted through the functionality of the Services and under these Terms and Conditions. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law.

Uses and Disclosures

We use Personal Information for a variety of Purposes, including to provide you Services, customer support, product training, marketing, promotions, and for our everyday business purposes. We do not generally share Personal Information and User Content with other companies for their own use. We may, however, share User Content with our affiliates, suppliers, dealerships, and business partners, who may use the information and data for the purposes above and enhancing the quality of Services. We may also provide User Content to companies who are performing services for us in which case they are bound by our Privacy Policy and these Terms and Conditions. Additionally, we may disclose Personal Information and User Content where required by law or in connection with the sale of part or all of our business.

You are solely responsible for the photos, profiles (including your name, image, and likeness), reviews, messages, notes, text, and other content that you upload, publish or display on or through the Services, or transmit to or share with other users. You may not post, transmit, or share User Content on the Services that you did not create or that you do not have permission to post. You understand and agree that AgDNA may, but is not obligated to, review the Content and may delete or remove (without notice) any site Content at its sole discretion, for any reason or no reason, including Content that in our sole judgment violates these Terms and Conditions, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.

When you use the Services you are posting User Content, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Services. By posting User Content to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant to AgDNA and all other users an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to freely sublicense) to use, copy, modify, publicly perform, publicly display, reformat, translate, syndicate, republish, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Services or the promotion thereof, and to prepare derivative works of, or incorporate into other works, such User Content. You may remove your User Content from the Services at any time, but you acknowledge that AgDNA may not be able to and has no obligation to restrict any use by any other person, including other users, and the license that you have granted remains in effect.

Where user chooses to make activities and User Content public and not private communications we reserve the right to monitor some, all, or no areas of the Services. You acknowledge that by providing you with the ability to distribute User Content we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any User Content or activities in any forum. Although we reserve the right to remove, without notice, any User Content for any reason, we have no obligation to delete User Content that you may find objectionable or offensive.

Some of our members will make their Services addresses available if they wish to converse or share User Content with other users. If you use this information, you agree not to transmit "spam" or other unwanted solicitations, or any material that is harassing, threatening, racially offensive, obscene, abusive, harmful, defamatory, invasive of another's privacy, infringing of another's intellectual property rights, or illegal. AgDNA is not responsible for the content of messages sent by its members or from a third party.

In using our Services you agree to follow our policy for acceptable use (“Guidelines”), which include the following:

(i) No profanity or explicit content

(ii) No profile or uploaded images that might be considered inappropriate

(iii) No content that could be interpreted as threatening or harassment

(iv) No advertising or product promotion is permitted without the written consent of AgDNA

We may remove such User Content and/or terminate your access for uploading such material in violation of these Terms and Conditions at any time, without prior notice and at its sole discretion.  You have the right to edit or remove any of your User Content.

User Comments, Feedback, And Other Submissions

If, at our request or on your own, you send, email, post or otherwise transmit to us or this Services stories about yourself or your farming activities, information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials (collectively, the “Submissions”), the Submissions shall be deemed, and shall remain, our property. Except as otherwise provided in Terms and Conditions, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, you grant us and our successors and assigns a royalty-free, perpetual, irrevocable, worldwide non-exclusive right and license (as well as consent) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of your name) and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any Intellectual Property Rights that may exist in such Submissions. You also warrant that any third party holder of any Intellectual Property Rights in such Submissions has validly and irrevocably granted to you the right to grant the license stated above. You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.

Your Password And User Account

If you are a registered user or subscriber of these Services, you are entirely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s password. You are entirely responsible for any and all activities that occur under your user account. You agree to immediately notify us of any unauthorized use of your user account or any other breach of security known to you.

(i) Registration Information

AgDNA may at times require that you register and/or set up an account to use all or a portion of the Services. In order to do so, you may be provided, or required to choose, a password, User ID, and/or other registration information, such as credit card information for elective premium Services (collectively, the "Registration Information"). You agree and represent that all Registration Information provided by you is accurate and up-to-date. If any of your Registration Information changes, you must immediately update it by editing your customer profile on the Services. In our sole discretion, we may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is offensive.

For additional information regarding use of personal information you supply or communicate to the Services, please see our Privacy Policy, at agdna.com (Privacy Policy).

(ii) Maintenance of Registration Information

If you register and/or set up an account for the Services, you are solely responsible for maintaining the confidentiality of your Registration Information, and for any failure to do so. You are solely responsible for all use of the Services by you and anyone you allow to access the Services. You may not sub-license, transfer, sell or assign your Registration Information and/or this Agreement to any third party without AgDNA’s written approval. Any attempt to do so will be null and void and shall be considered a material breach of these Terms and Conditions.

(iii) Security; Mobile Use Precautions

If you have reason to believe that your account is no longer secure (e.g., loss, theft or unauthorized disclosure or use of your Registration Information or computer or mobile device used to access the Services), you must promptly change the affected Registration Information and notify AgDNA via agdna.com (Contact Us) page.

If you elect to receive messages or other communications from the Services directly to your mobile device, you are solely responsible for keeping the Services updated with your current contact details. AgDNA shall not be liable for information sent to a device that is associated with your out dated contact details. If you install any software or enable any Services that stores information from the Services on any mobile device or computer, it is your responsibility, prior to transfer of such device, to remove your information or otherwise disable access to such software or Services, in order to prevent unauthorized access to your information or account.

Third Party Content

The Services include access to links to, and content and data from, third-party websites ("External Services"). The External Services are provided solely as a convenience to you and not as an endorsement by us of the content of such External Services. Because AgDNA has no control over such sites and resources, you acknowledge and agree that AgDNA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for accuracy, quality, reliability of any content, advertising, products, or other materials on or available from such sites or resources.

Various company, product, and Services names displayed on the Services may be trademarks or Services marks owned by others (the "Third-Party Trademarks"). Your use of the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Third-Party Trademark displayed on this Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-Party Trademarks.

Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Services. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your device or computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

Copyright

If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the Services provider to locate the material;

(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement and other notices relating to User Content and/or violation of these Terms and Conditions is:

“The Administrator”

c/o AgDNA Technologies Inc.

Email:   info@agdna.com

Intellectual Property Ownership

Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, AgDNA and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under these Terms and Conditions or otherwise.

Termination Or Suspension Of Access To The Services

AgDNA retain the right to terminate and/or suspend your ability to access the Services or any portion thereof, for any or no reason, without notice.

Secure Transactions

Your security is a priority and we strive to provide a safe and secure environment for our customers. However, please note that we cannot guarantee that the information submitted to, maintained on, or transmitted from our systems will be completely secure.

(i) Premium Services

If you subscribe to any paid, Premium Services, you agree to pay any and all applicable fees (e.g., recurring monthly or annual subscription fees for premium accounts) incurred in connection with your account at the rates in effect when the charges were incurred. AgDNA will charge your credit card at the beginning of the billing period.  However, subscriptions are not auto-renewed and billing will recur when you authorize renewal of your subscription.  Any change in the chosen payment method will go into effect for the next billing period. If you change your account to a type that does not require a paid subscription, you will retain access to the features for which you have already paid until the end of the current billing period. In contrast, if you terminate your account, such termination will be effective immediately.  Refunds will not be offered unless legislated by local laws within the country of purchase. You agree to pay any applicable taxes, and reimburse us for any collection costs and interest for any overdue amounts.

(ii) Free Trial Offers

If you receive a free offer for a specific number of days, you will not be charged during the free offer time period, but will be automatically charged on the day after your free time period has ended for the subsequent period, in advance. Thereafter, you will be charged at regular intervals depending on your choice of Services (monthly, annually, etc.) until you decide to cancel. Please make a note of when your free offer will expire as you may not receive additional notice prior to the automatic charge if you do not cancel before the free offer time period expires.

(iii) No refunds

Unless we state in writing otherwise, all fees and charges are non-refundable.

(iv) Third Party Charges and Mobile Alerts

You are solely responsible for any fees or charges incurred to access the Services through an Internet access provider or other third party, including without limitation charges incurred to receive SMS messages or other mobile access, which may be billed to you or deducted from your prepaid balance by your mobile provider. You agree that AgDNA is not liable in any way for any third party charges.

(v) Internet-Based Services Components

Some features of the Software require connection to the Internet directly or through a wireless connection in order to function. Such features may result in the transfer of certain data over such connections, which may or may not be secure or encrypted. You are solely responsible for obtaining any necessary Internet wireless subscription plans with the applicable Services providers. You further acknowledge that AgDNA is not responsible for the availability of Internet or wireless connections or the security or integrity of data transmitted over such connections.

Indemnity

You agree to defend, indemnify, and hold AgDNA, its members, managers, officers, employees and agents harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms and Conditions or your uploading of, access to, or use or misuse of the Content or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Licensor’s Liability

Nothing in the Terms and Conditions shall exclude or in any way limit AgDNA’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law.

We shall not be liable under, or in connection with, these Terms and Conditions or any collateral contract for: 

(i) loss of income;

(ii) loss of business profits or contracts;

(iii) business interruption;

(iv) loss of the use of money or anticipated savings;

(v) loss of information;

(vi) loss of opportunity, goodwill or reputation;

(vii) loss of, damage to or corruption of data; or

(viii) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

AgDNA’s maximum aggregate liability under or in connection with these Terms and Conditions, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the License Fee.

The Licensor’s liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in Australia.

This License sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Services.  In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this License.  Any condition, warranty, representation or other term concerning the supply of the Services which might otherwise be implied into, or incorporated in, this License, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

Disclaimer

This Services, any Content or Submission is provided “AS IS,” and AgDNA does not guarantee the functionality of the Services or a particular result from the use of the Services.

Neither AgDNA nor its suppliers shall be liable to you for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, delays or any direct, indirect, special, incidental, reliance or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.

AgDNA expressly disclaims any responsibility for the loss or damage, including personal injury or death, resulting from the use of the Services or from any Content or Submissions posted on the Services or any interactions among users, whether online or offline.

AGDNA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT.  ANY CONTENT AND MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS.

Dispute Resolution

(i) General Information

If a dispute arises between you and AgDNA, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and AgDNA agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (each, a "Claim") in accordance with one of the subsections below or as AgDNA and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution.

(ii) Law and Forum for Disputes

This Agreement will be governed in all respects by the laws of the State of Nevada, United States as they apply to agreements entered into and to be performed entirely within Nevada between Nevada residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against AgDNA must be resolved by a court located in Reno, Nevada, United States except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Reno, Nevada for the purpose of litigating all such claims or disputes.

AgDNA’s maximum aggregate liability under or in connection with these Terms and Conditions, or any collateral contract, whether in contract, tort (including negligence) or otherwise, will not exceed one thousand U.S. Dollars (U.S. $1,000).

The Licensor’s liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in Australia.

General Provisions

AgDNA Technologies Inc. is a registered Nevada (United States) company. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.