Terms & ConditionsThe following terms and conditions (the “Terms and Conditions”) shall constitute the agreement (the “Agreement”) between ExpressFlags.com™ (“ExpressFlags.com™,” “Seller” or us) and purchaser (you or “Purchaser”) with respect to the sale of products by Seller to Purchaser. This Agreement incorporates the product type, quantity and shipment terms set forth in your electronic or written purchase order, when accepted by ExpressFlags.com™. All other terms set forth in the purchase order, including but not limited to,terms related to express or implied warranties, are superseded and replaced by these Terms and Conditions. In the event of any conflict between the terms contained in the purchase order and these Terms and Conditions, these Terms and Conditions shall control. We reserve the right to refuse any order that does not meet our corporate values and standards in regards to hate speech, discrimination based on race, religion, gender, sexual orientation or country of origin. Derogatory speech will not be tolerated and orders containing such language will be refused.
- Orders must be prepaid by Check, Cashier’s Check, PayPal or Credit Card (Visa, MasterCard, Discover or American Express cards are accepted). We do not accept COD orders. For your added security, we use 128 bit SSL encrypted payment processing on our website so no clear text copies of your credit card number are transmitted over the internet. Because ExpressFlags.com™is a Advanced Advertising Graphics, Inc. store, your credit card statement will show the name, Advanced Advertising Graphics. Customers with Credit Terms: For orders over one-thousand U.S. dollars ($1000), we reserve the right to require a deposit of fifty percent (50%) before beginning production. A late charge of one and one-half percent (1.5%) per month, eighteen percent (18%) per year will be applied to account balances not paid in accordance with our terms. Any account balances still owing three (3) months after delivery of goods will be declared delinquent and we reserve the right to take any and all collection steps, as we in our sole discretion deem necessary or appropriate, to collect the delinquent balance, up to and including any and all appropriate legal or equitable action. The cost of such collection efforts, including but not limited to attorneys’ fees, costs and expenses, will be charged to the customer’s account.
Prices and Product Specifications
- All Prices are in U.S. Dollars. All prices are F.O.B. ExpressFlags.com™ facilities. Prices, minimums, quantities and specifications are subject to change without notice. Partial orders of products may be shipped from time to time so long as the ordered quantity is shipped by the shipment date. Actual color of the products may vary from those shown, due to limitations of computer transmission and printing process.
- We have a minimum order requirement of $10 per order prior to shipping and taxes, if any, are added.
- We collect sales tax on shipments within the following U.S. States: Texas, Wisconsin, Illinois, Florida
- Orders entered after 12:00 pm CST, weekends and national holidays are received the following business day.
- We accept purchase orders from pre-qualified, pre-approved and established customers. Placement of an order does not constitute an offer to sell. Each order shall be reviewed on its merits and is subject to acceptance by Seller. We reserve the right to refuse any purchase order for any reason we deem appropriate.
Title and Risk of Loss
- Title and risk of loss shall pass to Purchaser at the time of delivery to the carrier for shipment. This provision shall apply even if a price is quoted F.O.B. destination.
Return of Products
- Your satisfaction with our products is our goal. To return an item, we must be notified within 2 business days of receipt of product. Returned products must be shipped within 2 business days of authorization. Returns must be in new, unused condition and returned in original box. Returns not received in original box will be subject to a re-packing fee of $25.00. If product received is damaged, no refund will be issued. All shipping charges are non-refundable and a 25% restocking fee applies to all returns. Prior to return, please obtain a return merchandise authorization number (RMA#) by filling out and submitting our Return Authorization Form.
- ** Be sure to reference your RMA# on the outside of your package **
- Custom designed or fabricated items are not returnable unless it is due to a manufacturing defect as reasonably determined by us.
- Any item that is defective due to material defect or manufacturer defects will be accepted for return or replacement. All defective product claims must be made to us within 7 business days of receipt.
- Please contact our Customer Service Dept. for a Return Merchandise Authorization (RMA) number or to make arrangements with one of our customer service representatives to have the defective item picked up and a replacement item (in the same material, finish, size, etc) shipped to you.Returns will not be credited without a Return Merchandise Authorization (RMA) number.
- For stock products, cancellation or changes are accepted only within 24 hours of order date and the order has not left our facilities.If order has been packed and is ready to ship a restocking fee of 15% will apply. Keep in mind some stock products ship the same day the order is received. Custom order cancellation maybe accommodated at our discretion if production has not started but we cannot guarantee that we will be able to accommodate custom order cancellation requests. Once a custom order reaches the factory floor, we are unable to issue any refund. Custom orders are ready for production within one business day of your approval. If you need to add to your order after the 24 hour period, you will need to place another order or contact our Customer Service Dept. at 800-804-4716 and we will do our best to accommodate you.
Limitation of Liability
- Seller’s maximum liability for any breach of this Agreement,or any other claim related to the merchandise, shall be limited to the price of the merchandise or portion thereof sold to Purchaser here under. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOST PROFITS OR BUSINESS OPPORTUNITIES OR DAMAGE TO REPUTATION.
Entire Agreement / Amendments / Assignment
- Any other previous oral or written communications,representations, agreements or understanding between the Seller and Purchaser are no longer of any force and effect; this Agreement supersedes and replaces all prior agreements between Seller and Purchaser, and constitutes the entire agreement and understanding between the parties, concerning the sale and purchase of merchandise. This Agreement shall not be modified or amended orally, or by any course of dealing or trade usage, but only in writing executed by both parties, and shall not be assigned by Purchaser without the express written consent of Seller. The terms and conditions of this Agreement shall be binding upon each parties successors and assigns, as applicable.Seller may, without the consent of Purchaser, assign its rights here under,including its rights to collect and receive payment of amounts due here under.
- If Seller’s ability to deliver merchandise is impaired due to circumstances beyond Seller’s reasonable control, including but not limited to fire, flood, government action, accident, labor disputes or shortage, or inability to obtain from its usual sources raw material, materials (including energy), finished goods, equipment, or transportation, Seller shall be excused without liability from making delivery to the extent of such impairment. If Seller’s ability to deliver a product is reduced due to any such circumstances,Seller may reduce the contract quantity upon written notice to Purchaser, in which case Purchaser’s obligation to purchase merchandise from Seller here under shall be reduced and adjusted accordingly.
- All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be deemed to have been properly given or served by (i) depositing in the United States Mail, postpaid and registered or certified return receipt requested, (ii) hand delivery; or (iii) reputable express courier providing written receipt of delivery, and addressed to the addresses of the parties set forth herein or on purchaser’s purchase order. All notices, demands and requests shall be effective upon the date of actual receipt of the notice, demand or request by the addressee thereof. Rejection, or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to be receipt of the notice, demand or request sent. By giving at least thirty (30) days written notice hereof, both parties shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses.
- The failure of either party to insist, in any one instance or more, upon the performance of any of the covenants or conditions of this Agreement, or to exercise any right or privilege herein conferred, shall not be construed as thereafter waiving any such covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect.
- SELLER HAS NOT MADE AND DOES NOT MAKE, NOR SHALL SELLER BE DEEMED TO HAVE MADE OR GIVEN, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY,GUARANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,MERCHANDISE DESIGN, VALUE, CONDITION, QUALITY, DURABILITY, SUITABILITY,MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, OR EXPRESS OR IMPLIED WARRANTIES AS TO QUALITY OR CORRESPONDENCE WITH PRIOR DESCRIPTION OR SAMPLE. IF MERCHANDISE IS PURCHASED BY WAY OF A PURCHASE ORDER OR SIMILAR DOCUMENT, THAT DOCUMENT IS DEEMED TO INCLUDE THIS DISCLAIMER OF EXPRESS AND IMPLIED WARRANTIES, REGARDLESS OF WHETHER THE PURCHASE ORDER OR DOCUMENT IS SILENT OR CONTRARY TO THIS DISCLAIMER.
- PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ALL ACTUAL OR ALLEGED LIABILITY, LOSS, DAMAGE, COST AND EXPENSE, INCLUDING ACTUAL ATTORNEY’S FEES AND COURT COSTS, TO THIRD PARTIES RESULTING FROM PURCHASER’S BREACH OF THIS AGREEMENT, OR FROM THE USE OF MERCHANDISE WHILE SUCH MERCHANDISE IS IN PURCHASER’S, OR PURCHASER’S END-USER’S,POSSESSION OR CONTROL. IN ADDITION, PURCHASER AGREES TO DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL LIABILITY, LOSS, DAMAGE, COST AND EXPENSE, INCLUDING ACTUAL ATTORNEY’S FEES AND COURT COSTS, WHICH SELLER MAY SUFFER OR INCUR ARISING FROM PURCHASER’S RESALE OF MERCHANDISE, PURCHASER’S OR END-USER’S LABELS, PACKAGING, SPECIFICATIONS, SALE OR USE OF MERCHANDISE,INCLUDING BUT NOT LIMITED TO, ACTUAL OR ALLEGED PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT.
Compliance with Laws
- Seller represents and warrants that products sold to Purchaser pursuant to these Terms and Conditions and Purchaser’s purchase order shall comply with applicable federal and State of Texas laws and rules and regulations. Purchaser represents and warrants its performance here under and subsequent actions with respect to the products will comply with all applicable laws.
- If for any reason any provision contained in this Agreement is held to be invalid, illegal, unenforceable, or otherwise void by a court of competent jurisdiction, the remaining provisions of this Agreement shall not be affected and shall continue in full force and effect.
Relationship of Parties
- Nothing contained herein shall be construed to create an association, joint venture, trust, or partnership, or impose a trust or partnership covenant, obligation, or liability on or with regard to the parties. Each party shall be individually responsible for its own covenants,obligations, and liabilities under this Agreement.
Construction of Agreement
- Any ambiguities or uncertainties in the wording of any provision of this Agreement shall not be construed or interpreted for or against any party because that party drafted or caused its legal representative to draft the provision. Unless expressly stated otherwise in this Agreement,words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.
Governing Law / Jurisdiction / Venue
- This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to its conflict of laws principles, and shall be deemed entered into at Seller’s place of business. The parties hereto hereby consent to the adjudication of any controversy arising under the contract by the Courts of the State of Texas located in Bexar County, Texas.
AFFILIATE PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ADVANCED ADVERTISING GRAPHICS, INC. (DBA EXPRESSFLAGS.COM)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in ExpressFlags.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the ExpressFlags.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to ExpressFlags.com, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the ExpressFlags.com server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion,nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Express Flags" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful,threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are ExpressFlags.com or any other affiliated business.
2.2. As a member of ExpressFlags.com's Affiliate Program,you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters,download HTML code (that provides for links to web pages within the ExpressFlags.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner,text link, or other affiliate link we provide you with.
2.3. ExpressFlags.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copy rightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. ExpressFlags.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the ExpressFlags.com Affiliate Program.
3.2. ExpressFlags.com reserves the right to terminate this Agreement and your participation in the ExpressFlags.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the ExpressFlags.com Affiliate Program or should you abuse this program in anyway. If such fraud or abuse is detected, ExpressFlags.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated here under.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and ExpressFlags.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in ExpressFlags.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
You have the option to receive your funds from commissions generated from ExpressFlags.com’s affiliate program by Check, Paypal or Bank Transfer. Your account needs to have a balance of $50 or more before the end of the month in order to receive a payment. Otherwise, it will continue to roll forward into the next month until the $50 minimum is reached and we can issue a payment.
7. Access to Affiliate Account Interface
You will create a password so that you may enter ExpressFlags.com’s secure affiliate account interface. From the site you will be able to review your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions ExpressFlags.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by ExpressFlags.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.You may use mailings to customers to promote ExpressFlags.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote ExpressFlags.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from ExpressFlags.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the ExpressFlags.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bidin their Pay-Per-Click campaigns on keywords such as ExpressFlags.com, ExpressFlags, Express-Flags, Flags-Express, Flags Express, www.expressflags, www.ExpressFlags.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from ExpressFlags.com’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or“deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited ExpressFlags’ssite (i.e., no page from our site or any ExpressFlags.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasite ware™” and“Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being,but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of ExpressFlags.com site in IFrames, hidden links and automatic pop ups that open ExpressFlags.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable,revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links,to use our logos, trade names, trademarks, and similar identifying material(collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of ExpressFlags.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of ExpressFlags.com and the good will associated therewith will inure to the sole benefit of ExpressFlags.com.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license.Other than the license granted in this Agreement, each party retains all right,title, and interest to its respective rights and no right, title, or interest is transferred to the other.
EXPRESSFLAGS.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING EXPRESSFLAGS.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF EXPRESSFLAGS.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation,enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EXPRESSFLAGS.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless ExpressFlags.com, and its subsidiaries and affiliates, and their directors, officers, employees,agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements,costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and ExpressFlags.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated,and the remainder of this agreement shall have full force and effect.