Last Revised: June 12, 2019
Customer and Webnames Services Inc. covenant and agree as follows:
a. This Agreement: This Agreement is a binding agreement between Customer and Webnames Services Inc. (“WSI”) and governs Customer’s use of WSI’s Domain Name Acquisition Services (details of which are set forth below). This Agreement is in addition to all other agreements that Customer may have with WSI or any of its affiliates (including Webnames.ca Inc.) regarding the registration and renewal of domain names and other matters, and does not amend those agreements in any way. This Agreement must be read together with the Orders, which are part of, and are governed by, this Agreement.
b. Definitions: In this Agreement: (i) “Authorized Representative” means Customer’s representative authorized to provide instructions to WSI, as identified in this Agreement or an Order; (ii) “Domain Name” means a domain name specified in an Order; (iii) “Order” means a valid and binding Order for Services made by Customer and WSI, as set forth in section 2(a); (iv) “Parties” means WSI and Customer, each of whom are a “Party”; (v) “Registrant” means the person identified in the records of the relevant domain name registrar as the registered owner of a Domain Name; (vi) “Report” means a written report or other document delivered by WSI to Customer as part of a Service; and (vii) “Services” means the various services to be provided by WSI to or for the benefit of Customer as described in Orders and this Agreement. Other capitalized terms are defined elsewhere in this Agreement.
a. General: WSI will use commercially reasonable efforts to provide the Services specified in each Order. The Services may include: (i) services relating to the investigation of the use of a Domain Name and the estimation of a price for the potential purchase of a Domain Name (“Investigation Services”); (ii) services for the negotiation of the purchase of a Domain Name (“Negotiation Services”); and (iii) additional services specified in an Order (“Additional Services”).
b. Orders: An Order will not be valid or binding unless and until it is signed by both Customer and WSI. Customer and WSI may agree to change an Order from time to time, but a change will not be valid or binding unless and until it is expressly agreed to in writing by both Customer and WSI, and a change may result in delays and additional fees. The term of each Order will commence on the effective date specified in the Order and will continue until the earlier of the date when the Services specified in the Order are completed or the expiration date specified in the Order, unless the Order is cancelled or terminated earlier in accordance with this Agreement. Subject to the provisions of this Agreement, either Party may in its discretion and for its sole convenience cancel an Order at any time effective immediately upon notice to the other Party.
c. Investigation Services:
i. Procedure: Unless an Order for Investigation Services expressly specifies otherwise, as part of Investigation Services WSI will investigate the registration and use of the Domain Name specified in the Order and estimate a purchase price for the Domain Name, all in accordance with WSI’s then-current standard processes and procedures, which may include contacting or making inquiries with the Registrant and other third parties.
ii. Reports: Investigation Services are intended for the benefit of Customer only. Reports and other information provided by WSI to Customer as part of Investigation Services may be used by Customer only, and may not be disclosed to or relied upon by any other person without WSI’s express prior written consent. WSI’s estimated purchase price of a Domain Name is an estimate of the price at which the Registrant might be willing to sell the Domain Name, and is not intended to be an appraisal of the actual, commercial value of the Domain Name, which depends upon circumstances that are not considered by WSI as part of the estimation process. Reports and other information provided by WSI to Customer are intended for use by Customer for the sole purpose of determining the price that Customer may wish to offer to pay for the purchase of a Domain Name, and not for any other purpose whatsoever, including as a basis for establishing or evidencing the actual, commercial value of a Domain Name.
iii. Due Diligence/Legal Advice: Customer acknowledges that a Registrant might not have sole legal and beneficial ownership of a Domain Name or the lawful right to sell a Domain Name; and Customer’s ability to lawfully purchase, register or use a Domain Name might be affected by numerous circumstances (including conflicting third party rights, including trademark rights, or applicable domestic or foreign laws). Investigation Services do not include an investigation or assessment of any of the following: the legal or beneficial ownership of a Domain Name; whether the Registrant is lawfully authorized or entitled to sell and transfer a Domain Name to Customer; whether an agreement with the Registrant for the purchase and sale of a Domain Name will be valid, binding or enforceable; whether Customer’s registration or use of a Domain Name might infringe the rights (including trademark rights) of other persons or violate applicable domestic or foreign laws; or other circumstances that might affect Customer’s ability to lawfully acquire and use a Domain Name. Customer is solely responsible for conducting appropriate investigations and due diligence, and obtaining appropriate independent legal advice, regarding those and other relevant matters before Customer makes any decision regarding the purchase of a Domain Name.
iv. Reports: As between the Parties, WSI owns and retains all right, title and interest (including copyright) in all Reports provided to Customer as part of the Services. Subject to the provisions of this Agreement, WSI grants to Customer a non-exclusive, limited, non-sublicensable, non-transferable license to use Reports and related documents solely for the purposes expressly set forth in this Agreement.
d. Negotiation Services:
i. Procedure: Unless an Order for Negotiation Services expressly specifies otherwise, WSI will provide Negotiation Services in accordance with WSI’s then-current standard processes and procedures and Customer’s instructions (including the maximum purchase price) expressly specified in an Order or otherwise provided in writing by Customer’s Authorized Representatives.
ii. Appointment: By signing an Order for Negotiation Services, Customer appoints WSI to be Customer’s exclusive agent during the term of the Order with express authority to: (1) act on Customer’s behalf for the purpose of negotiating the purchase of the Domain Name specified in the Order; (2) in WSI’s own name or the name of Customer (as indicated in the Order) enter into a legal binding agreement with the Registrant regarding the purchase and sale of the Domain Name specified in the Order; and (3) in WSI’s own name or the name of Customer (as indicated in the Order) enter into agreements with third parties (including auction service providers, escrow service providers, domain name registrars (including WSI’s affiliate Webnames.ca Inc.), and domain name registration authorities) as may be reasonably required to purchase the Domain Name specified in the Order and transfer registered ownership of the Domain Name to Customer or a nominee specified in the Order.
iii. Auctions: If Negotiation Services relate to a Domain Name that is offered for sale through a third party auction service, Customer acknowledges and agrees that any transaction regarding the purchase and sale of the Domain Name will be governed by the legal terms and conditions specified by the third party auction service, and Customer authorizes WSI, as Customer’s agent, to accept and agree to those terms and conditions on behalf of Customer. Customer is solely responsible for conducting its own independent investigations and due diligence, and obtaining appropriate independent legal advice, regarding those matters before Customer signs an Order for Negotiation Services.
iv. Registration Agreements: Customer acknowledges that the purchase and sale of a Domain Name, the transfer of registered ownership of a Domain Name, and the registration and use of a Domain Name are governed by the legal terms and conditions prescribed by third parties, including the applicable domain name registration authority and domain name registrars, and may be subject to prohibitions, limitations, restrictions and requirements imposed by the domain name registration authority or domain name registrar. Customer is solely responsible for conducting its own independent investigations and due diligence, and obtaining appropriate independent legal advice, regarding those matters before Customer signs an Order for Negotiation Services.
v. Purchase/Sale Agreement: WSI’s standard procedure regarding the purchase of domain names directly from domain name registrants includes requesting the registrant execute a standard form Domain Name Purchase and Sale Agreement (copy available upon request), which is a simple, standard form contract that might not be appropriate in all circumstances. If expressly specified in an Order, WSI will use an alternative form of purchase and sale agreement prepared by or on behalf of Customer. If a Registrant refuses to agree to the Domain Name Purchase and Sale Agreement or alternative purchase and sale agreement provided by Customer (as applicable), WSI will seek and follow Customer’s instructions. Customer is solely responsible for obtaining appropriate legal advice regarding the applicability, sufficiency and enforceability of the Domain Name Purchase and Sale Agreement or alternative form of purchase and sale agreement (as applicable), and any changes to those documents requested by the Registrant, as applicable to each Domain Name. The Services do not include providing legal advice to Customer or the drafting of a customer purchase and sale agreement.
vi. Cancellation of Instructions: Customer may not cancel or retract instructions to WSI after WSI has acted on those instructions, and even if the instructions were provided by mistake. If an offer or counter offer for a Domain Name made by WSI in accordance with Customer’s instructions is accepted by the Registrant, then Customer is obligated to complete the purchase and sale of the Domain Name regardless of any mistake by Customer in providing instructions to WSI.
vii. Exclusivity: Unless and until an Order for Negotiation Services expires or is terminated in accordance with this Agreement, Customer will not attempt to negotiate, directly or indirectly through any other person, the purchase of the Domain Name specified in the Order.
(a) Additional Services: Negotiation Services relate only to the purchase of a Domain Name, and do not include the purchase of the website or website content accessible using the Domain Name or any trademark rights associated with the Domain Name or any trademarks incorporated in the Domain Name. The purchase of those items may be available as Additional Services.
(b) Disclosure of Customer Information: Customer hereby authorizes WSI to disclose Customer’s identity and contact information, and the name and contact information for Customer’s administrative and technical contacts for the Domain Name, without any prior notice to Customer or any other person, in the following circumstances: (i) if disclosure is reasonably required to complete the purchase of a Domain Name or the transfer of registered ownership of a Domain Name; (ii) if disclosure is required by law (including to a government institution or agency that has asserted its lawful authority to obtain the information, to comply with a subpoena or warrant or an order made by a court, person or body with jurisdiction to compel the production of information, or to comply with court rules regarding the production of records and information) or to WSI’s legal counsel); (iii) if disclosure is requested or required by any domain name registration authority, domain name registrar, or third party service provider; (iv) if disclosure is required by any of the policies or rules applicable to a domain name dispute; (v) if there is an actual or reasonably anticipated claim, complaint, demand, action, suit or proceeding against WSI or any of its affiliates (including Webnames.ca Inc.), personnel or representatives arising from, connected with or relating to Customer’s use of the Services or a Domain Name or related website.
(c) Other Customers: Customer acknowledges that WSI provides services to other customers whose interests may conflict with Customer’s interests and who might also wish to purchase a Domain Name, and Customer hereby consents to WSI providing services to both Customer and those other customers.
Fees and Charges
a. General: Customer will promptly pay to WSI the fees for the Services specified in each Order. In addition, Customer will pay, or reimburse WSI for, the purchase price for each Domain Name purchased through Negotiation Services and all other fees and charges (including fees for escrow services and fees for domain name registration, transfer and renewal) payable to third parties in connection with the provision of the Services. Fees and charges specified in an Order do not include applicable taxes, which are the responsibility of, and will be fully paid by, Customer.
b. Currency: The purchase price for a Domain Name and other fees and charges may be payable in various currencies, depending upon the Domain Name and the location of the Registrant and other third parties. Customer will pay all amounts under this Agreement in the applicable currency or using the currency conversion rate specified by WSI, so that the amount paid to WSI is sufficient to enable WSI to fully pay the purchase price and applicable third party fees and charges.
c. Payment: WSI will issue invoices to Customer for fees, charges and expenses payable under this Agreement. Each invoice is due and payable within thirty (30) days after the date of the invoice, unless an Order requires payment in advance. Except to the extent required by law, all amounts payable under this Agreement are payable in full without any deduction or withholding. Overdue payments will be subject to a finance charge of one percent (1%) for each month (12% per annum) or fraction thereof that the payment is overdue, or the highest rate permitted by applicable law, whichever is lower. Customer will reimburse WSI for all costs (including legal fees, disbursements and expenses) incurred in collecting overdue payments. Except to the extent required by law, all amounts payable to WSI under this Agreement are payable in full without any deduction or withholding. Except as expressly set forth in this Agreement, fees are payable regardless of the results of the Services, and payments are not refundable under any circumstances.
d. Advance Payments: WSI may require that Customer pay the authorized maximum purchase price for a Domain Name and other fees and charges in advance to WSI, before WSI performs related Services. Funds held by WSI will not earn any interest for Customer, and no interest on those funds will be payable to Customer regardless of the amount of time the funds are held by WSI.
e. Success Fees: If an Order expressly provides that a fee is payable only if WSI successfully negotiates the purchase of a Domain Name for Customer, then the Domain Name will be deemed to be successfully purchased for Customer, and the fee will be fully payable, in any of the following circumstances: (i) the Registrant signs an agreement for the purchase and sale of the Domain Name at any time during the term of the Order; (ii) registered ownership of the Domain Name is transferred to either WSI or to Customer or its nominee at any time during the term of the Order; or (iii) registered ownership of the Domain Name is transferred to Customer or its nominee within thirty (30) days after the expiration or termination of the Order, regardless of whether or not WSI negotiated or facilitated the transfer.
f. Remedy for Payment Default: If Customer fails or refuses to promptly pay or reimburse WSI for the purchase price for a Domain Name and all other fees and charges for Services relating to the Domain Name, WSI may in its discretion permanently retain full ownership of the Domain Name and use the Domain Name for WSI’s own purposes and benefit, or transfer or resell full ownership of the Domain Name to another person (including another WSI customer) and retain all proceeds of the sale, without any notice or liability to Customer.
a. Authority: Customer represents and warrants to WSI that Customer has the right, power, capacity and authority (including all requisite consents, licenses, rights, authorizations and permissions from all interested persons) to enter into and perform Customer’s obligations under this Agreement and to use and take the benefit of the Services.
b. Acceptable Use/Compliance with Law: Customer represents and warrants to WSI that Customer will use the Services in good faith, in accordance with all applicable laws, and in compliance with this Agreement, and all applicable policies issued by the applicable domain name registration authorities and registrars; and Customer’s use of the Services and Customer’s registration, renewal and use of Domain Names will not violate any applicable law or infringe the rights (including intellectual property rights) of any person. Without limiting the generality of the foregoing, Customer will not use the Services to make a fraudulent bid for a Domain Name.
c. Authorized Representatives: Customer represents and warrants to WSI that each Authorized Representative is authorized by Customer to provide instructions to WSI on behalf of Customer. Customer is fully responsible and liable for all acts and omissions by each Authorized Representative. WSI is not obligated to verify the authority of an Authorized Representative or any instructions given by an Authorized Representative. Customer may change its Authorized Representatives from time to time upon notice to WSI.
d. Cooperation: Customer will cooperate with and reasonably assist WSI to provide the Services and perform WSI’s obligations under this Agreement. Customer will promptly respond to all communications from WSI, provide information requested by WSI, and execute and deliver all documents (including documents required for the purchase, transfer, registration and renewal of a Domain Name) reasonably requested by WSI to facilitate WSI’s performance of the Services and its obligations under this Agreement.
e. Information: In order to enable WSI to provide the Services and perform its obligations under this Agreement, Customer will provide WSI with truthful, accurate, current and complete information (including name, postal and email addresses and telephone and fax numbers) regarding Customer and its authorized representatives and technical representatives for Domain Names as required by the applicable domain name registration authorities and registrars and as requested by WSI from time to time. WSI and other persons will rely on the information provided by Customer. Customer is solely responsible and liable for all loss, damage, and additional costs that Customer, WSI or any other person may incur as a result of Customer’s breach of this paragraph 4(e). WSI is not under any obligation to verify the truth, accuracy, currency, or completeness of any information provided by Customer.
f. Indemnity: Customer will defend, indemnify and save and hold harmless WSI and its affiliates (including Webnames.ca Inc.) and their respective directors, officers, employees, agents, subcontractors, service providers, and representatives (collectively, the “WSI Group”) from and against any and all third party claims, demands, liabilities, obligations, actions, suits and proceedings directly or indirectly arising from, connected with or relating to any of the following: (i) Customer’s use of the Services and Reports; (ii) Customer’s purchase, registration and use of a Domain Name; (iii) any breach by Customer of this Agreement or any agreement with a Registrant or a registration authority or registrar of a Domain Name; (iv) any dispute between Customer and a Registrant; or (v) any negligence or misconduct by Customer or any person for whom Customer is responsible under this Agreement or at law.
h. Feedback: If Customer or its personnel gives feedback about the Services (including ideas or suggestions for improvements) to WSI, then WSI and its successors, assigns and licensees may use the feedback without providing any compensation to Customer or any other person.
a. Services: To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance; and WSI disclaims any and all representations, warranties, conditions and guaranties regarding the Services to the fullest extent permitted by applicable law. Without limiting the generality of the foregoing, WSI makes no representation, warranty, condition or guarantee that the Services (including Reports) will be available without interruption or will be free of errors or that any errors will be corrected, or that the Services will meet Customer’s requirements. The Services may be affected by numerous factors beyond WSI’s control and responsibility (including the systems established and administered by relevant domain name registration authorities and registrars and auction service providers), and may not be continuous or uninterrupted or secure.
b. Domain Names: Without limiting the generality of paragraph 5(a), Customer acknowledges and agrees that Customer selects and purchases Domain Names at its own risk, and WSI does not make any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, regarding any Domain Name, including any representation or warranty that a Domain Name will meet Customer’s requirements, that Customer will be able to register or use a Domain Name without infringing third party rights or violating applicable law, that Customer will attain any specific results or value from the registration or use of a Domain Name, or that a Registrant is the lawful owner of a Domain Name or has the authority to sell or transfer a Domain Name to Customer, or that the Domain Name Purchase and Sale Agreement or similar agreement signed by a Registrant is valid, binding or enforceable.
c. Registrants: Without limiting the generality of paragraph 5(a), Customer acknowledges and accepts the risk that a Registrant might repudiate its agreement to sell or transfer ownership of a Domain Name or otherwise breach the Registrant’s legal duties or contractual obligations to Customer or WSI. WSI is not responsible or liable for any act or omission by a Registrant, including a wrongful refusal to sell or transfer ownership of a Domain Name or other breach of the Registrant’s legal duties or contractual obligations. Notwithstanding any other provision of this Agreement, WSI is not obligated to take any steps (including commencing legal proceedings) to enforce a domain name purchase and sale agreement against a Registrant or to otherwise attempt to persuade or compel a Registrant to sell or transfer ownership of a Domain Name or remedy a breach of the Registrant’s legal duties or contractual obligations.
d. Reports: Without limiting the generality of paragraph 5(a), Reports and purchase price estimates are based upon WSI’s own methodology (which might not be appropriate in all circumstances) and limited information provided by Customer and other independent sources (including Registrants and third parties), which information is not verified by WSI and may not be accurate, current or complete. Accordingly, the information contained in a Report might not be accurate, current or complete, and the estimated purchase price of a Domain Name might not accurately predict the actual price for which a Registrant is willing to sell a Domain Name. The actual purchase price for a Domain Name will depend upon various circumstances beyond WSI’s knowledge or control, including the parties’ respective negotiating power.
e. Other: Without limiting the generality of paragraph 5(a), WSI is not responsible or liable to Customer or any other person for any of the following: (i) non-delivery, mis-delivery or delayed delivery of any correspondence or communication; (ii) any acts or omissions by a domain name registration authority, a domain name registrant, or an auction service provider (including any breach of any contract, duty or obligation or any failure or refusal to register, renew or transfer a Domain Name, or any unauthorized cancellation or transfer of a Domain Name); and (iii) any unauthorized or wrongful conduct (including the provision of instructions to WSI) by an Authorized Representative.
a. Exclusions/Limitations: Notwithstanding any other provision of this Agreement, and to the maximum extent permitted by applicable law: (i) in no event and under no circumstances will the WSI Group or any of them ever be liable to Customer or any other person for any loss or damage (including direct, indirect, incidental, consequential, special, punitive, or exemplary loss and damage, or damages for loss of business, information, data, markets, savings, income, profits, use, production, or goodwill, anticipated or otherwise) arising from, connected with, or relating to this Agreement, the Services, or any related matter; and (ii) if, notwithstanding the foregoing, the WSI Group or any of them is liable under applicable law to Customer or any other person for any loss or damage arising from, connected with, or relating to this Agreement, the Services, or any related matter, then in no event and under no circumstances will their total aggregate liability ever exceed the lesser of: (1) the fees paid by Customer to WSI pursuant to this Agreement for the Services in connection with which the liability arose; and (2) CDN $100.
b. Application: This Section 6 applies to damages and liabilities under any theory (including contract, tort, strict liability, or any other theory of law or equity or statute), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by the WSI Group or any of them or any person for whom any of them are responsible, and even if other remedies are not available or do not adequately compensate Customer for any losses or WSI knew or should have known of the possibility of the potential loss or damage being incurred.
c. Acknowledgement: Customer acknowledges and agrees that it is reasonable for WSI to disclaim responsibility and exclude and limit its liability, this Agreement presents a fair allocation of risk and liability, and Sections 5 and 6 are an essential part of this Agreement, controlling factors in setting the Fees payable by Customer, and an inducement to WSI to enter into this Agreement.
Term, Termination and Suspension
a. Term: The term of this Agreement will commence on the Effective Date and will continue until terminated by either Party in accordance with this Agreement.
b. Termination: Either Party may terminate this Agreement at any time for convenience upon delivery of written notice to the other Party if all Orders under this Agreement have previously expired or been cancelled or terminated. Either Party may in its discretion terminate this Agreement for cause effective immediately upon delivery of notice of termination to the other Party if the other Party breaches this Agreement and has not remedied the breach within thirty (30) days after receipt of a notice from the non-breaching Party identifying the breach and stating the non-breaching Party’s intention to terminate this Agreement if the other Party does not cure the breach.
c. Consequences of Termination: Upon termination of this Agreement: (i) all outstanding Orders will automatically and immediately terminate; (ii) Customer will immediately pay all fees and charges accrued up to the date of termination and applicable taxes, without any right of deduction or set off; and (iii) each Party will remain responsible and liable for all obligations and liabilities arising prior to the termination of this Agreement.
d. Suspension of Services: If Customer fails to make any payments when due under this Agreement, WSI may suspend the provision of Services until Customer makes the required payments.
e. Survival: Notwithstanding any other provision of this Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the expiration or termination of this Agreement and will remain in full force and effect and be binding upon the Parties as applicable: Sections 3, 5, 6, and 8 and paragraphs 2(c)iv, 2(f), 4(f), 4(g), 4(h), 7(c), and 7(e).
a. Governing Law and Disputes: This Agreement and all related matters will be governed by, and construed in accordance with, the laws of British Columbia, Canada and the federal laws of Canada applicable in British Columbia, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws, and excluding the United Nations Convention on Contracts for the International Sale of Goods. All disputes between WSI and Customer arising from, connected with, or relating to this Agreement, the Services, or any related matter will be adjudicated by the Supreme Court of British Columbia sitting in the City of Vancouver, British Columbia, Canada, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court for those purposes.
b. Notices/Instructions: WSI may deliver notices to Customer by email, facsimile, or delivery to Customer’s address specified in this Agreement or an Order or by posting the notice at www.webnames.ca. Customer will give all notices to WSI under this Agreement in writing delivered by courier to WSI (Attention Legal Department) at WSI’s office address specified in this Agreement or an Order. Instructions and Orders may be communicated between the Parties by email.
c. Assignment: Customer will not assign this Agreement without WSI’s prior written consent (which consent may be withheld in WSI’s discretion). WSI may in its discretion assign this Agreement. This Agreement is binding upon and will enure to the benefit of the Parties and their respective successors and permitted assigns.
d. Interpretation: In this Agreement: (i) a reference to “this Agreement” and other similar terms refers to this Agreement as a whole, and not just to the particular provision in which those words appear; (ii) headings are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (iii) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any or other legal entity; (iv) words importing the singular number only include the plural and vice versa; (v) “including” means including without limitation; (vi) whenever the word “discretion” is used with respect to a Party, it means that Party’s sole, absolute and unfettered discretion; (vii) reference to a day, month, or year, means a calendar day, month, or year, unless expressly stated otherwise; and (viii) reference to “laws” includes common law, statutes, regulations, ordinances, and orders in council in force from time to time. Customer expressly requests and requires that this Agreement and all other related documents be drawn up in the English language. Les Parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en Anglais.
e. Miscellaneous: The Parties are independent contracting parties, and nothing in this Agreement or done pursuant to this Agreement will create or be construed to create a partnership, joint venture, or other similar relationship between the Parties. Notwithstanding any other provision of this Agreement, WSI will not be responsible or liable for any delay in performing or failure to perform any of its obligations under this Agreement to the extent performance is delayed or prevented due to any cause or causes that are beyond WSI’s reasonable control. WSI may in its discretion engage subcontractors or service providers to perform its obligations under this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose. No consent or waiver by WSI to or of any breach by Customer of this Agreement will be effective unless in writing and signed by the Parties, or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach. Except as expressly set forth in this Agreement, the Parties’ respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which the Parties may be lawfully entitled under this Agreement or at law or equity, and the Parties will be entitled to pursue any and all of their respective rights and remedies concurrently, consecutively and alternatively.
f. Amendments: This Agreement may be modified only by a written instrument that expressly states that it is an amendment to this Agreement and is signed by both Parties or their successors or permitted assigns.
g. Entire Agreement: This Agreement constitutes the complete agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all previous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, with respect to the subject matter of this Agreement. Customer’s issuance, and WSI’s acceptance, of purchase orders or other similar documents are for administrative convenience only, and any terms and conditions contained in a purchase order or other similar document will be of no force or effect and will not amend or supplement this Agreement.