Terms of Service
THESE TERMS OF SERVICE (“Agreement”) are a legal agreement between QuickOrganics, Inc., a Delaware corporation (“QuickOrganics”, “we”, “us” or “our”) and the user who has registered to use our Service (“Customer”, “you” or “your”)(each, a “Party”, and together, the “Parties”) for the use of QuickOrganics platform and service offering as defined below (“Service”).
ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH QUICKORGANICS.
1. Access and Service
1.1 Description of the Service. The “Service” means the online QuickOrganics platform at www.quickorganics.com that provides an Organics Certification Assistant that includes an electronic OSP, digital filing cabinet and an activity tracking tool designed to assist you in meeting the certification needs of your operation for you and your certifier.
1.2 Eligibility to Use the Service. You must either be (a) a legal entity in good standing and duly incorporated in a state located in the United States or (b) an individual resident in the United States, over the age of 18 years old and have the legal capacity to enter contracts, to register and use the Service. You represent and warrant that (a) you are not resident in a country that the U.S. government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable trade sanctioning regulations, and (b) you are fully able and competent, or have the consent of your parent or legal guardian, to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
1.3 Access to Service and Fees. Subject to Customer’s compliance with this Agreement, including payment of applicable fees, Customer shall have the right to non-exclusive access to and use of the Service during the Subscription Term. We may offer the Service free of charge for a trial period (not to exceed one month, unless otherwise stated by us)(“Trial Period”). After the Trial Period, we will charge a subscription fee plus applicable taxes (“Subscription Fees”) for use of the Service as set forth on our pricing page or when you register for the Service. The “Subscription Term” shall be the annual or monthly period you select when you register for the Service. You agree to provide a valid credit card to pay the Subscription Fees and authorize us and our payment processor to charge Subscription Fees for each Subscription Term hereunder, including any renewals. We reserve the right to increase or decrease Subscription Fees at our sole discretion, provided that any change will not apply to any existing registered user until they renew the Subscription Term.
1.4 Registration. You will need to register and create an account with QuickOrganics to access the Service. You will need to create a username, password and provide certain information about yourself as prompted by the registration form, including your name, company name, address and a valid email address. You will agree to provide full, complete and accurate information when registering or creating an account, and to update that information promptly if it should change. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, false, or otherwise in violation of this Agreement. You may not create more than one account without prior written approval from us. You will not transfer your account to any other party without our prior written consent. You agree that your username and password is QuickOrganics’s Confidential Information and not to disclose or transfer your username or password to any third party. You are responsible for any use of your account, whether authorized or not. You agree to immediately notify QuickOrganics if there is any unauthorized use of your account.
1.5 License to Customer Content. The Service allows Customer to upload documents, information and other content relating to Customer’s farming operation, which is stored and analyzed by the Service to assist Customer in seeking and maintaining organic certifications. Customer hereby grants QuickOrganics a non-exclusive, royalty-free, fully paid-up, sublicensable (through one or more tiers of sublicensees), and transferable license to use, reproduce, create derivative works of, distribute, perform, and display Customer Content for the purpose of (i) providing the Service and (ii) developing, maintaining, supporting or improving the Service. Customer acknowledges and agrees that QuickOrganics may aggregate Customer Content with other data and also collect technical information and data about Customer’s use of the Service. “Customer Content” means any data, links, information, media, photographs, video, reports, drawings, content, documents or materials provided, disclosed, posted, or delivered by Customer via the Service. Customer shall not provide, disclose, or deliver any Customer Content to QuickOrganics that Customer does not own or otherwise have a valid authorization or license to do so.
(d) Customer Systems. Customer is solely responsible for the operation and maintenance of the Customer Systems and for having and paying for all equipment and internet access necessary to access and use the Service. QuickOrganics disclaims all warranties, express or implied, and shall have no liabilities to Customer, arising from or related to the operation or maintenance of the Customer Systems or any incompatibilities, faults, defects, or damage attributable thereto. During the Term, Customer shall provide QuickOrganics with all access credentials, passwords, security protocols, and other information required for the operation of the Service. Such credentials, passwords, protocols, and information will be Customer’s Confidential Information. For the purposes of this Agreement, “Customer Systems” means any server systems, mobile devices, personal computers or other equipment owned, operated, or managed by Customer on which the Service is accessed.
1.7 Feedback. Customer may have the opportunity to present to QuickOrganics recommendations or feedback for new features, functionality, or other improvements to the Service (“Feedback”), which QuickOrganics will consider, at its sole discretion, implementing in future updates to the Service. The Parties agree that all Feedback is and shall be given voluntarily. Feedback, even if designated as confidential by Customer, shall not, absent a separate written agreement, create any confidentiality obligation for QuickOrganics. Customer will not provide QuickOrganics with any Feedback that Customer is not authorized or permitted to provide to QuickOrganics. QuickOrganics shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation (including any obligation of payment) or restriction of any kind on account of intellectual property rights or otherwise.
1.8 Changes to Service. Customer understands and agrees that QuickOrganics may change or discontinue the Service or change or remove functionality of the Service at any time in QuickOrganics’s sole discretion. QuickOrganics will use commercially reasonable efforts to notify Customer of any material change to or discontinuation of the Service.
1.9 Ownership. Except for the rights expressly granted in this Agreement, QuickOrganics retains all right, title, and interest, including all intellectual property rights, in and to the Service and the Documentation and the Resultant Data (as defined in Section 2.7 below). No implied license or right is granted by QuickOrganics by estoppel, reliance, or otherwise. Except for the rights expressly granted in this Agreement, Customer retains all right, title and interest, including all intellectual property rights, in the Customer Content.
2.1 Confidential Information. The term “Confidential Information” means any information disclosed by one Party (“Disclosing Party” to the other Party (“Receiving Party”), whether before or after the Effective Date, that: (i) is in written, graphic, machine readable or other tangible form and is marked “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature; (ii) should be reasonably understood by Receiving Party to be the confidential or proprietary information of Disclosing Party; or (iii) that is oral information disclosed by Disclosing Party to Receiving Party, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by Disclosing Party within a reasonable time after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to Receiving Party. The Service and Documentation shall be QuickOrganics’s Confidential Information.
2.2 Confidentiality. Receiving Party shall treat as confidential all Confidential Information of Disclosing Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, Receiving Party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of Disclosing Party. Receiving Party shall promptly notify Disclosing Party of any actual or suspected misuse or unauthorized disclosure of Disclosing Party’s Confidential Information.
2.3 Exceptions. Confidential Information excludes information that Receiving Party can show:
(i) was in the public domain at the time it was disclosed or has become in the public domain through no act or omission of Receiving Party;
(ii) was known to Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
(iii) was independently developed by Receiving Party without any use of Disclosing Party’s Confidential Information; or
(iv) becomes known to Receiving Party, without restriction, from a source other than Disclosing Party without breach of an obligation to keep such information in confidence.
2.4 Compelled Disclosure. If the Confidential Information of Disclosing Party must be disclosed by Receiving Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, Receiving Party shall:
(i) provide prompt notice thereof to Disclosing Party;
(ii) use its commercially reasonable efforts to cooperate with Disclosing Party to obtain a protective order or otherwise prevent public disclosure of such information; and
(iii) limit the disclosure to the exact Confidential Information (or portion thereof) required to be disclosed.
2.5 Confidentiality of Agreement. Receiving Party agrees that the terms and conditions, but not the existence, of this Agreement shall be treated as Disclosing Party’s Confidential Information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of Disclosing Party; provided, however, that Receiving Party may disclose the terms and conditions of this Agreement:
(i) as required by any court or other governmental body;
(ii) as otherwise required by law;
(iii) to legal counsel of Receiving Party;
(iv) in connection with the requirements of an initial public offering or securities filing;
(v) in confidence, to accountants, banks, and financing sources and their advisors;
(vi) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or
(vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
2.6 Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, Receiving Party shall deliver to Disclosing Party all of Disclosing Party’s Confidential Information that Receiving Party may have in its possession or control or, at Disclosing Party’s option, shall destroy all such Confidential Information and certify such destruction in a writing signed by an authorized officer of Receiving Party.
2.7 Resultant Data. Notwithstanding anything to the contrary in this Agreement, QuickOrganics shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies, and aggregate information relating to the organic certification, soil conditions, yields and crop production (collectively, “Resultant Data”). QuickOrganics will have the worldwide, royalty-free, fully paid up, transferable right to (i) use such Resultant Data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other QuickOrganics offerings, and (ii) disclose, publish or sell such Resultant Data in aggregate or other de-identified form.
3. Representations and Warranties Disclaimer
3.1 Organization; Authority. Each Party represents and warrants to the other Party that such Party is a corporate entity duly organized, validly existing, and in good standing under the laws of the state or country first indicated above as such Party’s state or country of incorporation, and such Party has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby.
3.2 Customer Warranties. Customer hereby represents and warrants to QuickOrganics that:
(i) QuickOrganics’s use, reproduction, modification, distribution, performance, and display of the Customer Content will not infringe, violate, or misappropriate any privacy, publicity, or intellectual property rights of any person or third party;
(ii) Customer exclusively owns or has a valid and written license agreement to all Customer Content provided to QuickOrganics via the Service or otherwise and has all rights necessary to grant to QuickOrganics the rights and licenses contained in this Agreement;
(iii) Customer’s providing, disclosing, and delivering of Customer Content will not violate any applicable laws, regulations, contractual commitments or privacy commitments; and
(iv) the Customer Content does not include any viruses, trap doors, time bombs, Trojan horses or other malicious code.
3.3 Disclaimer. THE SERVICE IS PROVIDED BY QUICKORGANICS “AS IS,” AND NEITHER QUICKORGANICS NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE, AND QUICKORGANICS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY , OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. QUICKORGANICS DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET CUSTOMER’S REQUIREMENTS, OR BE SECURE. QUICKORGANICS FURTHER DOES NOT WARRANT OR REPRESENT THAT USE OF THE SERVICE WILL RESULT IN CUSTOMER RECEIVING ANY ORGANIC CERTIFICATIONS.
4.1 Customer Indemnity. Customer, at its expense, shall defend, or at Customer’s option, settle, any third-party claim, demand, suit, action, or proceeding made or brought against QuickOrganics, its affiliates, and its and their directors, employees, agents, and representatives (the “QuickOrganics Indemnified Parties”) alleging: (i) death, personal injury, or damage to property (whether real or personal); (ii) any costs, damages, liabilities, losses, or expenses arising out of use of the Service (iii) costs, damages, liabilities, losses, or expenses arising out of any act or omission by Customer; (iv) facts, that if true, would constitute a breach of Customer’s representations, warranties, and covenants under this Agreement; (v) QuickOrganics’s using, reproducing, modifying, distributing, performing, or displaying of the Customer Content infringes, violates, or misappropriates any intellectual property, privacy or other right, or any law, regulation, or order relating to privacy of personal data (each a “Claim Against QuickOrganics”), and shall indemnify and hold harmless the QuickOrganics Indemnified Parties from and against any and all costs, damages, liabilities, losses, judgments, and expenses (including reasonable attorneys’ fees) incurred by or awarded against an QuickOrganics Indemnified Party arising out of or in connection with a Claim Against QuickOrganics. The applicable QuickOrganics Indemnified Party shall notify Customer promptly in writing of the Claim Against QuickOrganics, provide reasonable assistance in connection with the defense and settlement thereof, and permit Customer to control the defense and settlement thereof. Customer shall not settle any Claim Against QuickOrganics without QuickOrganics’s prior written consent. A QuickOrganics Indemnified Party may, at its expense, participate in any Claim Against QuickOrganics with counsel of its choice.
5. Limitation of Liability
5.1 IN NO EVENT WILL QUICKORGANICS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, SECURITY OR DATA BREACH, LOSS OF REVENUE OR PROFIT OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY , SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT QUICKORGANICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUICKORGANICS’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED SUBSCRIPTION FEES PAID IN THE TWELVE MONTHS PRIOR TO THE CLAIM OR $100, WHICHEVER IS GREATER. THE DISCLAIMERS AND LIMITATIONS IN SECTION 3 AND THIS SECTION 5 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
6. Term and Termination
6.1 Term and Renewal. The term of this Agreement shall commence on your registration for the Service and continue until the expiration of the Trial Period or the Subscription Term, whichever is later, hereunder or as earlier terminated in connection with this Section 6. Each Subscription Term shall automatically renew for a Subscription Term of equal length unless either Party provides notices of non-renewal fifteen (15) days prior to the end of the current Subscription Term.
6.2 Termination for Breach. Each party may terminate this Agreement upon written notice to the Customer in the event that Customer materially breaches this Agreement and fails to cure such material breach within 30 days after receipt of written notice thereof. A failure to pay Subscription Fees when due shall be deemed a material breach.
6.3 Suspension and Termination. Notwithstanding anything to the contrary in this Agreement, if Customer violates the restrictions set forth in Section 1.6 or Section 2, QuickOrganics may immediately upon written notice to Customer, suspend or terminate Customer’s access to the Service.
6.4 Effect of Termination; Survival. Expiration or termination of this Agreement will not relieve Customer of its obligations to pay any amounts accrued or otherwise owed under this Agreement. Upon expiration or termination of this Agreement, all licenses or rights granted to Customer hereunder shall terminate and Customer shall not, and shall not attempt to, access or use the Service. The provisions of Sections 1.4-1.9, and 2–8 shall survive any expiration or termination of this Agreement.
7. Dispute Resolution
7.1 Arbitration. The Parties shall use their best efforts to settle any dispute, claim, question, or disagreement relating to this Agreement or the Service (a “Dispute”) directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for Disputes relating to QuickOrganics’s or its licensor’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents), or Small Claims Actions, all claims arising out of or relating to these Terms and your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules (“AAA Rules”). The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with these Terms. The arbitrator’s award shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. The Parties shall pay arbitration fees in accordance with the AAA Rules.
7.2 Mass Action Waiver. You and QuickOrganics expressly waive the right to have any Dispute brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration. The Parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The Parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or QuickOrganics are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or QuickOrganics’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in these Terms or this Dispute Resolution provision, this Mass Action Waiver does not prevent you or QuickOrganics from participating in a mass settlement of claims. Notwithstanding any provision to the contrary in AAA Rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or arbitration provider such a dispute within 15 days of its arising. If such a dispute arises before an arbitrator has been appointed, the Parties agree that (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Each Party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral arbitrator, and these arbitrators shall appoint a third neutral arbitrator. If the Parties’ arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third arbitrator; (ii) QuickOrganics shall pay any administrative fees or costs incidental to the appointment of Arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the Parties’ dispute. If the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver, the Parties shall have the opportunity to opt out of arbitration within 30 days of the arbitrator’s or panel of arbitrator’s decision. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to or hand delivery. This written notice must be signed by you, and not any attorney, agent, or other representative of yours. QuickOrganics may opt out of arbitration by sending written notice of its intention to opt out to the arbitration provider and to you or your attorney, agent, or representative if you are represented. For the avoidance of doubt, the ability to opt out of arbitration described in this section only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver.
7.3 No Class Actions. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all Parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are Parties to a single transaction. Unless consented to in writing by all Parties to the arbitration, an award in arbitration shall determine the rights and obligations of such Parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all Parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this specific paragraph is held unenforceable in its entirety, then the entirety of the “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
8. General Provisions
8.1 Force Majeure. Notwithstanding anything else in this Agreement, no default, delay, or failure to perform on the part of either Party will be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.
8.2 Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California, without reference to conflict of laws principles. Each Party hereby irrevocably submits to the jurisdiction of the state and federal courts in the State of California with regard to any dispute arising out of or relating to this Agreement. The Parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.
8.3 Injunctive Relief. Customer acknowledges and agrees that any breach of its obligations with respect to Confidential Information and intellectual property rights may cause substantial harm to QuickOrganics, which could not be remedied by payment of damages alone. Accordingly, Customer hereby agrees that QuickOrganics will be entitled to seek preliminary and permanent injunctive relief in any jurisdiction where damage may occur without a requirement to post a bond, in addition to all other remedies available to it for any such breach.
8.4 Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either Party the power to direct and control the day-to-day activities of the other; (ii) constitute the Parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.
8.5 Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto, their successors, and permitted assigns.
8.6 Amendments. No modification of, or amendment to, this Agreement will be effective unless in writing signed by an authorized representative of both Parties.
8.7 Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will, nevertheless, remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the Parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect.
8.8 No Waiver. No waiver of any term or condition of this Agreement will be valid or binding on either Party unless the same will have been mutually assented to in writing by an officer of both Parties. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter.
8.9 Construction. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non- drafting Party shall be applied hereto. The word “including”, when used herein, is illustrative rather than exclusive and means “including, without limitation.”
8.10 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between the Parties with respect to such subject matter.
8.11 Assignment. Customer shall not assign or delegate this Agreement or any of its licenses, rights, or duties under this Agreement (whether by merger, sale of assets, sale of equity, or otherwise) without the prior written consent of QuickOrganics, and any purported assignment shall be void and of no force or effect. QuickOrganics may freely assign or delegate this Agreement or any of its licenses, rights, or duties hereunder in QuickOrganics’s sole discretion.
8.12 Notices. Any notice or other communication required or permitted to be delivered hereunder must be in writing and sent by reasonable means to the address of each Party set forth above. Such notice will be deemed to have been given when delivered, or, if delivery is not accomplished as a result of some action or inaction by the recipient, when tendered.