These terms explain who is involved in this agreement.
Unbabel is a software service combining automatic machine translation with editing of the resulting translation by editors (”Service Providers” or “Editors”) to deliver translated texts to its customers (”Service Buyers”) through the Internet. If you wish to be registered and use the services available at the website, please read the following conditions.
This is a legal agreement (”Agreement”) between you and Unbabel, Inc. (“Unbabel”), which will apply to you in respect of any and all services offered by or acquired (the “services”) from the Unbabel Website its Mobile Applications and other integrations owned by Unbabel (the “Platform”).
This Agreement sets forth the terms and conditions governing the access and use of our Platform, including the provision of translation services resulting in text files (”Translated Works”).
This Agreement may be changed at any time by Unbabel. It is the sole responsibility of the user to check, from time to time, the current version of the Agreement. The user waives any claim regarding this issue.
When you register on the Platform you are asked to create your own profile. Your profile includes, but is not limited to, personal information such as your user name, email address, and general information you wish to disclose about yourself.
Upon successful registration, you become a member of the Platform (a “Member”), and for as long as you remain a Member, you agree to comply with the applicable terms and conditions of this Agreement (the “Terms”). In case you only visit the Platform and you do not register as a Member (a “User”) you are still obligated under some of the conditions and terms of this Agreement. Platform Members can be Service Buyers, Service Providers, or both.
Unbabel assumes no responsibility whatsoever for your use of the Platform and/or services. It is for your sole, personal use and you may not distribute your username and password allowing others to use the services through your membership.
Use of the services is strictly prohibited to minors or any person under the legal work age in his or her country and prohibited to any person under the age of 18. If you misrepresent your age, your registration as a member will be cancelled. By using the Platform, you confirm and guarantee that you meet age restrictions requirements.
Unbabel offers a range of tools, content, products, services, and other resources on its Platform of particular interest to Service Providers and Service Buyers. Unless alternative billing terms have been previously arranged, Service Buyers first buy credits using an accepted credit card, then use these credits to purchase services through the Platform. Service Buyers may cancel a translation job only if the job has not yet been done. Service Providers are required to complete one or more tests to qualify to provide services to Service Buyers. Tests are judged by Unbabel in its sole discretion, and its decisions are final. Upon failure of a test, a Service Provider may re-take the test two additional times.
Service Buyers may enter and receive a quote for text translation into a number of languages. Orders for translation are processed by an automatic translation system and placed into a stream system where Service Providers view and perform editing tasks. Upon completion of a task, Service Buyers receive the Translated Work, after which they may reject or accept it, and rate its quality. If a Service Buyer does not accept or reject a Translated Work within 72 hours of being notified of its completion, it will be automatically accepted.
Unbabel will transfer accrued earnings to a Service Provider if the Service Provider requests such transfer AND the Service Provider has accrued $5 or more of earnings in their Unbabel account. The transfer will then be executed in the next 7 business days via Paypal services or any other Unbabel decides to make available. All payments will be made in US Dollars. Unbabel reserves the right to suspend a payment if the source of the funds used for the service is suspected to be fraudulent. Any funds received from an account having made a fraudulent deposit (e.g. stolen credit card) will be reversed immediately. If in a fraudulent payment situation a payment has already been processed, the Service Provider will be expected to return the funds to Unbabel’s account or face account termination.
Any Member of the Platform that Unbabel removes from the service due to violation of this Agreement or the Terms and Conditions will not receive further credit/rewards or payment from Unbabel.
Any dates provided for delivery of the Translated Works or for performing the services, are approximate only. Unless otherwise expressly agreed by Unbabel, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract. Unbabel will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of this Agreement, constitute delivery to you. Risk in the Translated Works shall pass to you on delivery. Unbabel may deliver by installments in such quantities as it may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle Service Buyers to cancel any other installments or repudiate this Agreement as a whole.
Unbabel uses your personal information to provide the services we offer. The Editors’ name is shown in certain areas of the Platform to other Editors . Service Buyers profile and username are not displayed to Editors and nor to any other user of the Platform. A user’s email address is not shared or displayed.
Moreover, Unbabel uses industry standard efforts, such as firewalls, to safeguard the confidentiality of your personally identifiable information. However, despite the fact that your user name and profile are not displayed to editors and industry standard security tools are employed, all security measures are subject to possible circumvention. We cannot and do not provide any guarantees regarding the effectiveness of the security we employ or our ability to prevent third parties, acting unlawfully, from obtaining information that you provide to us. Unbabel cannot and does not guarantee that any personally identifiable information provided to it will not become public under any circumstances. You should appreciate that all information submitted on the Platform might potentially be publicly accessible. Unbabel cannot ensure that your identity, email address, telephone number, work or home address and other personal identifying or contact information will not be discovered by other Members or Users of the Platform. Important and private information should be protected by you.
Service Providers view the content submitted by you for translation (“Original Works”) only in the context of translating that content. Service Providers have no information about the Service Buyer unless their identification is provided as part of the content.
Service Providers are under an NDA (see below) that prevent them for disclosing in whatever form or medium the content that they have access during the provision of the service.
Nevertheless Service Buyers should exercise caution when deciding to disclose any personal information when placing an order. This includes the use of do-not-translate tags or an alternative mechanism provided by Unbabel or the Service Buyers to prevent sending sensitive information, including Personal Identified Information for translation.
Unbabel may use personal information and Original Works for auditing, research, and analysis to operate and improve the services Unbabel offers. Unbabel will not share your information with third parties, with the exception of the following:
The services shall be carried out using reasonable skill and care in accordance with the standards of the industry. Unbabel shall use all reasonable skill and care in selecting editors, interpreters and other personnel used to produce the Translated Works and perform the services, as well as in the creation and usage of automatic translation software. No terms, conditions or warranties, whether express or implied, about the quality or fitness for a particular purpose of the services or the Translated Works shall be incorporated unless expressly stated in this Agreement. Unbabel does not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, it does not warrant that the transmission of any Translated Works sent to you will be uninterrupted or error free. Furthermore, Unbabel does not warrant or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise. Unbabel shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of Unbabel, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.
You acknowledge that any Original Works submitted by you and any Translated Works submitted by Unbabel to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that Unbabel has no liability for the loss, corruption or interception of any Original Works or Translated Works. Unbabel’s liability to you in respect of the provision of the services and/or the Translated Works shall be limited as follows: Unbabel shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever. Unbabel’s entire liability to you under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to Unbabel by you under the agreement to which any claim relates. You must notify Unbabel within 72 hours of delivery of the Translated Works of any claim arising out of the provision of the services and/or the Translated Works, together with full details of such claim. In any event, Unbabel shall not be liable to you if you fail to notify Unbabel of any claim within such 72-hour period following delivery of the Translated Works. If you notify Unbabel within 72 hours of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, Unbabel’s liability will be limited to rectifying any such alleged inaccuracies, such inaccuracies to be determined by Unbabel in its sole discretion. At no time will such allegations delay payment by you or result in a refund to you by Unbabel.
You represent and warrant that you have all right, title, and interest in the Original Works and the Original Works will not infringe upon any third party’s rights. You hereby agree that you will indemnify and hold harmless Unbabel and its affiliates and its current and past directors, officers and employees from and against all claims brought by third parties related to any copyright infringement. All intellectual property rights (including, but not limited to copyright) in the Original Works shall vest in you (or your licensors); all intellectual property rights in the Translated Works will be assigned to you upon receipt of full payment by Unbabel. For the avoidance of doubt, you hereby grant to Unbabel a perpetual, worldwide, royalty-free license to store and use the Original Works and the Translated Works for Unbabel research and development.
Any disputes regarding arrangements between Service Providers and Service Buyers will be resolved by Unbabel in its sole discretion. You hereby release Unbabel from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.
As long as you comply with this Agreement, you are authorized to access and use this Platform. The pages and content on this Platform are protected by copyright and may not be copied, distributed, modified, published, or transmitted in any manner, including but not limited to any use for creative work or to sell or promote other products. Violation of this restriction may result in infringement of intellectual property and contractual rights of Unbabel and could result in substantial civil and criminal penalties. Unbabel is proprietary to Unbabel, Inc. You may not use this marks for any purpose without the express prior written consent of Unbabel, Inc. Except as expressly set forth above, this Agreement does not grant you any express, implied or other license or right under any patent, trademark or copyright of Unbabel, Inc.
As a Member or User, you will:
Unbabel or you may terminate this Agreement at any time and for any reason whatsoever, effective upon sending written notice to the other party by email. The corresponding decision by Unbabel takes effect at the moment of sending such a notice to the email address provided by you during registration, or to any other email address provided by you to Unbabel. If you send a notice of termination, the corresponding decision by Unbabel takes effect within several days. Your membership shall concurrently terminate without an obligation to make a payment, rebate or refund on the part of Unbabel. Unbabel does however reserve the right to suspend or terminate your membership at any time, without notice, if you breach this Agreement or any other terms and conditions posted on the Platform from time to time.
Neither Unbabel nor its affiliates guarantee the accuracy, completeness, or usefulness of any information on the Platform, and neither adopts, endorses, nor is responsible for the accuracy or reliability of any opinion, advice, or statement made. Unbabel reserves the right but has no obligation, whether on the basis of complaints or on its own initiative, to monitor any messaging or other activity and the materials posted in the public areas of the service, and to review usage, activity or the content of any messages, materials or other interchanges which are otherwise posted, sent or transmitted via the Platform.
Unbabel shall have the right in its sole discretion to remove any material or profiles, regardless of whether Unbabel determines that such materials or profiles violate, or are alleged to violate, the law or this agreement. Notwithstanding the foregoing, Unbabel does not undertake to monitor, control or edit any communications between its Members, and such communications may be offensive to you. You assume full responsibility and you assume all risk for the use of the services, and you are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, communications, and other information.
In no event Unbabel or its affiliates will be liable for any incidental, consequential, or indirect damages (including, but not limited to, any deaths, threats, torts or injuries committed by any other users, damages for loss of data, loss of programs, cost of service interruptions or procurement of substitute services) directly or indirectly arising out of the use or inability to use the services, even if Unbabel, its agents or representatives know or have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Unbabel’s liability to you by Unbabel, its affiliates, for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you for the services herein. The services are provided on an “as is” basis without any warranties or conditions of any kind, express, implied, statutory, in all communication with Unbabel, its affiliates or its representatives, or otherwise with respect to the services. Unbabel and/or its affiliates specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Neither Unbabel nor its affiliates warrant that your use of the services will be secure, uninterrupted, always available, error-free, will meet your requirements, or that any defects in the Platform will be corrected. Unbabel and its affiliates disclaim all liability, regardless of the form of action, for the acts or omissions of other Members or Users (including unauthorized users, or “hackers”) of the Platform or services.
This Agreement is governed by the laws of the State of California, USA. Any claims or disputes shall be resolved in the state or federal courts located in San Mateo County, California, USA.
This version of the agreement was created on December 6th, 2016. This Agreement contains the entire agreement regarding the use of the Platform and its services. This Agreement may only be amended with the express consent of Unbabel. Unless otherwise explicitly stated, the Terms will survive termination of your membership to the services. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Unbabel Translation Subscriptions have a minimum term of 6 months.
By selecting a translation subscription plan, as described on the pricing page (unbabel.com/pricing), customer commits to the monthly payment a fixed dollar amount. Each subscription plan includes a number of translated target words. Words must be used in a given month, words do not carry from one month to the next, additional words used by Customer in a given month will be charged at a per word price, as stated on the pricing page (unbabel.com/pricing). Unbabel will invoice the Customer on the same day of each month for the Subscription value of the given 30 day period, and the extra used words of the previous period. For greater certainty, the fixed subscription amount is a pre-payment, at the beginning of each subscription period.
Unbabel may offer customer a free trial consisting of 2,000 free words or 1 month of usage of the Unbabel products, whichever ends first. At the end of the Free Trial Customer may select an Unbabel plan or cancel the relationship.
You authorize Unbabel to charge your credit card on file monthly.
After the initial period of 6 months, Unbabel or the Customer may terminate this Translation Agreement at any time for convenience upon written notice of 15 days to the other party. In the event of termination by the Customer, the Customer will pay to Unbabel the total amount of words already translated and unpaid for on that month.
You grant Unbabel a non-exclusive, worldwide, sub-licensable, royalty-free, fully paid up license to use, copy and reproduce your trademarks, trade names, logos and other similar identifying intellectual property for the purpose of promoting, marketing and advertising the Unbabel services and products, including using any trade names, logos and trademarks on Company’s advertising and promotional materials, and on the Website.
This Agreement is made between you and Unbabel, Inc. a US company, in this agreement referred to by its brand name “Unbabel”. You must agree to the following terms before you may work as an Unbabel Editor. (*1)
By agreeing to this Editor Agreement, you are also bound by, and accept the terms of the Unbabel Editor NDA. Our NDA requires, among other things, that you do not reproduce or otherwise distribute customer content. You agree to treat all customer translation texts in confidence; any use of customer information, or mention or discussion of customer content outside of direct communication with the customer within the Unbabel comment system or with a Unbabel staff member, is strictly prohibited.
For example, you may not communicate the content or customer of any tasks you work on with other translators, editors, customers, family members, friends, and colleagues (e.g. Twitter, Facebook, your blog).
You may not copy the content from the Unbabel platform onto other tools. All tasks should be performed within the Unbabel editing software. Customer Content is the property of the customer; by copying it onto your computer, mobile phone or tablet you would be violating this Agreement. You may not keep your translation of the Customer Content, for any use including using it publicly – as a translation sample or otherwise.
For each task you work on, you must consistently meet Unbabel’s quality standards. We routinely conduct quality assessments and if your editing fails to meet our quality standards, we may remove one or more levels of qualification or terminate this Agreement. To restore a revoked qualification you must retake and pass that qualification’s test again.
a) Flag tasks that have problemsIf you notice problems with any translation task, please be proactive and help the community. Flag the task using the “Flag problems with this task” form in a task’s comments section, and if necessary, post a support ticket. Possible “problems” in a task include:
b) Do not lock off tasksOnly start an editing task if you are going to work on it straight away. Customers want translations delivered quickly, and when you start a task no other editor can see or work on it. By starting and not working on an editing task, you will be holding up the system. Alternatively, skip the task quickly.
You will be informed of the compensation rate on each task, on the editing tool.
You agree that any reward balance you accrue by working on editing tasks will be made via Paypal in Dollars. We will not make wire transfers or use another method of payment. We will not process payments to you without a request from you. You agree to create a PayPal account when prompted to do so. We pay Editors immediately upon request.
You agree that all right, title, and interest in any copyrightable material, including but not limited to all written text we receive from you (e.g., localization for unbabel.com, translations for email notifications and web orders), solely or in collaboration with others, and arising out of, or in connection with, performing the services for Unbabel are the sole property of Unbabel.
You will perform the services of Editor as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to classify you as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, you are not authorized to bind the Company to any liability or obligation or to represent that you have any such authority. You agree to furnish (or reimburse the Company for) all tools and materials necessary to accomplish the duties of Editor and shall incur all expenses associated with these duties. You acknowledge and agree that you are obligated to report as income all compensation received by you pursuant to this Agreement. You agree and acknowledge the obligation to pay all self-employment and other taxes on such income.
You understand that you will receive no company-sponsored benefits from Unbabel where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and retirement or pension participation.
You agree to indemnify and hold harmless Unbabel and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) your negligent, reckless or intentionally wrongful acts, (ii) a determination by a court or agency that you are not an independent contractor, (iii) your breach of any of the covenants contained in this Agreement and corresponding Unbabel Editor NDA, (iv) your failure to perform the duties of Editor in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Unbabel’s use of any of your deliverables under this Agreement.
Your relationship with Unbabel begins on the date on which you accept and agree to this Agreement, and continues until your resignation or termination by Unbabel. These offenses are grounds for immediate termination:
This Agreement shall be governed by the laws of Portugal, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of courts located in Lisbon.
(*1) This Editor Agreement is updated periodically, and unless you tell Unbabel otherwise, your acceptance of this Agreement means you agree to be bound by any changes to or future versions of this Agreement.
This Nondisclosure Agreement (this “Agreement”), effective upon the date of electronic acceptance (“Effective Date”), is entered into by and between Unbabel, Inc. a US company, with offices in 301 Howard Street, Suite 830 San Francisco, CA 94105 (”Company”), in this agreement referred to by its brand name “Unbabel”, and the Editor (“Recipient”) (each herein referred to individually as a “Party”, or collectively as the “Parties”). In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:
The Company wishes to retain the Recipient as an independent contractor for editing services (the “Opportunity”), and in connection with the Opportunity, Company has disclosed, and may further disclose to Recipient certain confidential technical and business information that Company desires Recipient to treat as confidential.
A. Definition. “Confidential Information” means any information disclosed by Company to Recipient either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, samples, data sets, and Company’s plant and equipment), whether or not designated as “confidential” at the time of disclosure. Confidential Information may also include information of a third party that is in Company’s possession and is disclosed to Recipient under this Agreement.
B. Exceptions. Confidential Information shall not, however, include any information that Recipient can establish (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Company; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Company through no action or inaction of Recipient; or (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Company to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business.
C. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Company prompt written notice of such disclosure and will assist Company in seeking a protective order or another appropriate remedy. If Company waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
Recipient shall not use any Confidential Information for any purpose except to evaluate and engage in the performance of services related to the Opportunity. Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Company’s prior written consent. Recipient shall not disclose Confidential Information or permit the disclosure of Confidential Information to its employees, except that, subject to Section 3 below, Recipient may disclose Confidential Information to those employees or professionals and consultants such as lawyers, accountants retained by Recipient who are required to have the information in order for Recipient to evaluate or engage in the performance of services related to the Opportunity, provided that such employee has signed a nonuse and nondisclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employee. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. Recipient shall not file any patent application(s) containing or based on, in whole or in part, any of Company’s Confidential Information.
Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures it employs to protect its own most highly confidential information. Recipient shall not make any copies of the Confidential Information unless the same are previously approved in writing by Company. Recipient shall reproduce Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify Company of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.
Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions or the engagement of services contemplated by this Agreement concerning the Opportunity. Nothing in this Agreement shall be construed to restrict Company’s use or disclosure of its own Confidential Information.
All confidential information is provided “as is”. Company makes no warranties, express, implied or otherwise, regarding the accuracy, completeness or performance of any confidential information, or with respect to non-infringement or other violation of any intellectual property rights of a third party or of recipient.
All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient shall be and remain the property of Company and shall be promptly returned to Company or destroyed (with proof of such destruction), each upon Company’s request.
Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Company, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.
The obligations of Recipient under this Agreement shall survive until the earlier of: i) two years following the date that Recipient discontinues the performance of services related to the Opportunity; or ii) until such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 2.B through no action or inaction of Recipient.
Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Company, entitling Company to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond required to be posted.
Company does not wish to receive any confidential information from Recipient, and Company assumes no obligation, either expressed or implied, with respect to any information disclosed by Recipient to Company. Any ideas, suggestions, guidance or other information disclosed by Recipient related to the Confidential Information and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback”. Recipient agrees to grant and hereby grants to Company a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns; except that Recipient may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without written consent of Company. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. This Agreement will be interpreted and construed in accordance with the laws of Portugal, without regard to conflict of law principles. Recipient hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind the Party thereto. This Agreement contains the entire agreement between the Parties with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties regarding the Opportunity. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.