Terms and Conditions

1.   Applicability.

(a)  These terms and conditions for Security Services (these “SS Terms”) are the general terms that govern the provision of Security Services (“Security Services”) by Sedara, LLC (“Service Provider”) to its clients (each, a “Client”), including with respect to any Client-owned or provided device to be supported by Service Provider with respect to one or more of the Security ServicesSecurity Services (each a “Supported Device”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the provision of the Security ServicesSecurity Services to a Client, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

(b)  Service Provider’s Sales Order (the “MS Services Order Confirmation”) and these Security Services Terms (collectively, this “Agreement”) comprise the entire agreement between the parties as it relates to the provision of the Security Services, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.  In the event of any conflict between these Terms, MS Services Order Confirmation and Service Provider’s General Terms and Conditions for Services, these SS Terms shall govern.

(c)  These SS Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms.  Provision of Security Services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these SS Terms.

2.   Client Responsibilities.

(a)  Client Equipment; Maintenance; Changes.  Client will be responsible for maintaining, upgrading, and replacing its equipment, including Supported Devices, to the extent reasonably required to receive the benefits of the Security Services.  Further, Client will (i) at its own expense, procure and maintain with each vendor adequate maintenance contracts and all licenses necessary for the Supported Devices to enable Service Provider to properly perform Security Services; (ii) comply with Security Services prerequisites and operational procedures as set forth in the applicable terms; and (iii) promptly inform Service Provider of any changes effectuated in Client’s network and/or information technology infrastructure (“Client Environment”) and any changes to the nomination and/or authorization level of the individuals Client has authorized to oversee, monitor or evaluate the provision of Security Services.

(b)  Interoperability.  Client acknowledges that modifications or changes to the Supported Devices (such as future releases to the Supported Device’s operating software) or to the Client Environment may cause interoperability problems or malfunctions in a Supported Device and/or the Client Environment. Client acknowledges that it is Client’s responsibility to maintain, at its sole cost and expense, the Client Environment to ensure that the Client Environment is interoperable with each Supported Device and the Security Services .

(c)  User Interface.  In connection with the provision of certain of the Security Services, Client may be provided with one or more user IDs, account numbers, personal identification numbers or codes, passwords, digital certificates or such other means of authentication (“Login”) to access a web-based portal, dashboard, or other form of user interface (“User Interface”).  The User Interface and Login may be used for accessing on-line services, authorizing instructions and requests and/or ordering additional services or service tickets.  Client will at all times keep its Login strictly confidential and will take all reasonable precautions to prevent unauthorized use, misuse or compromise of its Login.  Client agrees to notify Service Provider promptly upon learning of any actual or threatened unauthorized use, misuse, or compromise of its Login.  Service Provider is entitled to rely on Client’s Login as conclusive evidence of identity and authority.

Client will be liable for all activities and charges incurred through the use of Client’s Login, and will indemnify, defend and hold Service Provider harmless from all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by Service Provider to the extent resulting from the use and/or compromise of Client’s Login, unless the unauthorized use, misuse or compromise of Client’s Login is solely attributable to the Service Provider’s gross negligence or willful misconduct.

(d)  Installation Sites and Equipment.  Client will prepare any installation site in accordance with Service Provider’s instructions to ensure that any equipment that is part of the Client Environment is properly configured as required for the provision of Security Services and operates in accordance with the manufacturer’s specifications.  All Supported Devices must have a routable network path as specified by Service Provider and, if required, an agent must be loaded on each Supported Device.  Client will install and maintain software agents required for the provision of Security Services to Supported Devices (e.g. for syslog logging for operating system and active directory server), at its cost.  If Client fails to make any preparations required herein and this failure causes Service Provider to incur costs during the implementation or provision of Security Services, then Client agrees to reimburse Service Provider promptly for these costs.

(e)  Not Industry Specific.  Client acknowledges and agrees that Security Services are offered and provided by Service Provider to multiple Clients in various industries.  Unless otherwise specifically provided for in the Agreement, Security Services are implemented without specific controls that may generally be required or customary for Clients in any particular industry and is not designed to satisfy any specific legal obligations.  Client will be solely responsible for determining that Security Services satisfy Client’s obligations under law or contract.  Client agrees to use Security Services in accordance with all applicable laws and not to use Security Services in any manner that imposes obligations on Service Provider under any laws other than those laws with which Service Provider agrees to comply as specifically set forth in the Agreement.  Without limiting the generality of the foregoing, unless otherwise specifically provided in the Agreement and Client and Service Provider have entered into a business associate agreement, Client agrees not to cause Service Provider to create, receive, maintain or transmit protected health information (“PHI”) (as defined at 45 C.F.R. § 160.103) for or on behalf of Client in connection with Security Services or in any manner that would make Service Provider a business associate (as defined at 45 C.F.R. § 160.103) to Client.  In the event Client acts or uses Security Services in a manner not permitted under this Section 2(e), Client will (a) indemnify, defend and hold harmless Service Provider for any losses, expenses, costs, liabilities, damages, penalties, investigations or enforcement proceedings (including attorneys’ fees) arising from or relating to Client’s breach of this Section 2(e); (b) take, at Client’s expense, prompt action to correct and/or mitigate the effects of such breach; and (c) provide Service Provider with reasonable cooperation and support in connection with Service Provider’s response.  Client will assume and be solely responsible for any reporting requirements under law or contract arising from Client’s breach of this Section 2(e).

3.   Excluded Services.  The parties acknowledge that Service Provider has no obligation to provide Security Services for any Supported Device that is not properly functioning or that does not meet the requirements set forth in the Agreement.

4.   Warranties.

(a)  Service Provider Warranties.  Service Provider represents and warrants to Client that it shall perform the Security Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.  Service Provider does not warrant that the Security Services will detect and prevent all possible threats and vulnerabilities or that such services will render Client’s network and systems invulnerable to security breaches or vulnerabilities.

i.  The Service Provider shall not be liable for a breach of the warranty set forth in Section 4(a) unless Client gives written notice of the defective Security Services, reasonably described, to Service Provider within 10 days of the time when Client discovers or ought to have discovered that the Security Services were defective.

ii.  Subject to Section 4(a)(i), Service Provider shall, in its sole discretion, either: (1) repair or re-perform such Security Services (or the defective part); or (2) credit or refund the price of such Security Services at the pro rata contract rate.

THE REMEDIES SET FORTH IN SECTION 4(a)(ii) SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 4(a).

(b)  Disclaimer of Warranties.  EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 4(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SECURITY SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c)  Third Party Warranties.  For any third-party products and/or services incorporated as part of Security Services, Client will receive only the warranties offered by such third party to the extent Service Provider may pass through such warranties to Client.

(d)  Client Warranties.  Client represents and warrants that (a) it has and will continue to have all rights, power, permissions and authority necessary to have Service Provider perform Security Services in the Client Environment (including, without limitation, all rights, power, permissions, authority and network user consents necessary in respect of any IP address assigned to a Supported Device and any consent needed from its network users with respect to any logging and monitoring activities conducted by Service Provider relating to such Managed Security Service), and (b) will not provide any PHI to Service Provider for purposes of Service Provider’s performance of Managed Security Service unless such provision of PHI is specifically contemplated by the Agreement and the parties have entered into a business associate agreement covering the provision of PHI.  Client hereby assumes the sole responsibility for the accuracy of the IP addresses and domains provided to Service Provider.  Client will be liable for all costs and expenses from any third-party claims of loss, damage (including reasonable attorneys’ fees) and liability of any kind that may be incurred as a result of Client’s breach of the foregoing warranty.

5.   Assumption of Risk.

(a)  Scanning Risks.  Security Services involving the use of network scanning technology that has inherent risks, including, but not limited to, the loss, disruption, or performance degradation of Client’s or a third party’s business processes, telecommunications, computer products, utilities, or data (the “Scanning Risks”).  When Client requests network scanning, or any Security Services component utilizing network scanning, Client authorizes Service Provider to perform the network scanning and assumes all risk for adverse consequences resulting from or associated with such component of Security Services.  Service Provider will take reasonable steps to mitigate Scanning Risks; however, Client understands that Scanning Risks are inherent in the provision of certain computer security services and the use of certain computer security products and cannot be eliminated.  Client will indemnify and defend Service Provider for all costs and expenses related to a third party’s claim of loss, damages and liabilities (including legal expenses and the expenses of other professionals) incurred by Service Provider, resulting directly or indirectly from any claim attributable to or arising out of Service Provider’s use of network scanning technology (each, a “Scanning Claim”), including, without limitation, the use by Service Provider of network scanning technology to analyze assets that are not controlled directly by Client, including, without limitation, servers hosted by third parties.  This obligation of Client in connection with a Scanning Claim will not apply if Service Provider’s gross negligence or willful misconduct gave rise to such Scanning Claim.

(b)  Modification; Encryption.  When Client requests any Managed Security Service that results in the encryption or similar modification of any drive or other storage device, Client will ensure that all data on drives and storage devices to be encrypted or otherwise modified is appropriately backed up prior to the initiation of such Managed Security Service and assumes all risk for adverse consequences resulting from or associated with the encryption or similar modification of one or more drives or storage devices.  Service Provider will take reasonable steps to mitigate risks associated with such Managed Security Service; however, Client understands that these risks are inherent in the provision of certain computer security services and that Service Provider will have no liability for data that is lost or damaged due to the encryption or similar modification of any drive or storage device as a result of the performance of such Managed Security Service.

6.   Third Party Products or Services.  The parties agree that Service Provider will not be liable for any damages caused by hardware, software, or other products or services furnished by parties other than Service Provider, its agents, subcontractors, or any damages caused by the products and/or services delivered by or on behalf of Service Provider which have been modified, serviced, or otherwise attended to or maintained by parties other than Service Provider.  Client acknowledges that Service Provider will not be liable for any damages resulting, directly or indirectly, from any act or failure to act by Client or any third party (including, without limitation, the nonperformance, defaults, omissions or negligence of any third party that provides telecommunications services used to deliver Security Services).

7.   INDUSTRY ALERTS AND THIRD-PARTY.  WITH REGARD TO SERVICES WHICH PROVIDE INFORMATION SHARING AND/OR INDUSTRY ALERTS, SERVICE PROVIDER DISCLAIMS ANY LIABILITY TO CLIENT, AND CLIENT ASSUMES THE ENTIRE RISK FOR (A) INFORMATION FROM THIRD PARTIES PROVIDED TO CLIENT WHICH TO THE BEST OF SERVICE PROVIDER’S INFORMATION, KNOWLEDGE AND BELIEF DID NOT CONTAIN FALSE, MISLEADING, INACCURATE OR INFRINGING INFORMATION; (B) CLIENT’S ACTIONS OR FAILURE TO ACT IN RELIANCE ON ANY INFORMATION FURNISHED AS PART OF SECURITY SERVICES; AND/ OR (C) THE USE OF ANY THIRD PARTY LINKS, PATCHES, UPDATES, UPGRADES, ENHANCEMENTS, NEW RELEASES, NEW VERSIONS OR ANY OTHER REMEDY SUGGESTED BY ANY THIRD PARTY AS PART OF SECURITY SERVICES.

8.   Intellectual Property Rights.  All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Security Services, including any items identified as such in the MS Services Order Confirmation (collectively, the “Deliverables”) except for any Confidential Information of Client or Client materials shall be owned by Service Provider. Service Provider hereby grants Client a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Security Services.

9.   Product Modifications and Life.  Service Provider’s licensors and other vendors may add or remove products (including products delivered “as a service”) or product support from its offerings or modify existing products or support in accordance with their policies, which may include end-of-life policies.  Client acknowledges and agrees that Service Provider may modify or change its Security Services to the extent they are affected by changes to such products.  If Service Provider modifies the Security Services pursuant to this provision, Service Provider will use its commercially reasonable efforts to maintain, to the extent reasonably practicable, comparable services at the same or a better level of service as provided for in the Agreement.

10.   Feedback and Comments Relating to Products and Services.  None of Service Provider, its licensors, and vendors will be required to treat as confidential information any suggestion or idea provided by Client or its personnel regarding the Security Services or any product used in connection with the delivery of the Security Services (“Feedback”), and nothing in the agreement or in the parties’ dealings arising out of or related to the agreement will restrict Service Provider or any of its licensors or vendors’ right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to Client or any third party or provide Client or any third party with any rights in any service or product of the Service Provider or its licensors or vendors.

11.   Third-Party Products.  Service Provider intends to use certain products as part of the delivery of the Security Services that it has licensed, or otherwise obtained the right to use, from third-party licensors or vendors (each a “Third-Party Provider”).  Such products (the “Third-Party Products”) may, as appropriate, (i) be installed on devices with respect to which Service Provider will be providing Security Services or (ii) otherwise made available to Client in connection with Client’s receipt of the Security Services.  With respect to the Third-Party Products, Client agrees as follows:

(a)  End User License Agreement.  If required, Client agrees to be bound and abide by to the terms and conditions set forth in an End User License Agreement (“EULA”), with respect to any software that is a Third-Party Product.  Client further agrees that the EULA will be made available to each End User of software pursuant to any Managed Security Service.

(b)  Ownership of Third-Party Products.  The Third-Party Product(s), including, without limitation, their object code and source code, are strictly confidential to the Third-Party Provider.  The Third-Party Provider (or its licensors) own exclusively and reserve all, and Client may not exercise any, right, title, and interest in and to the Third-Party Product(s), including, without limitation, all intellectual property rights in and to the Third-Party Product(s), except to the extent of the limited use license or right to use granted to Client pursuant to the EULA.  This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Third-Party Product(s) are transferred to Client pursuant this Agreement or otherwise.  Client acknowledges and agrees that the Third-Party Product(s) and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Third-Party Product(s), all future updates and upgrades, and all other improvements, revisions, corrections, bug-fixes, hotfixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Third-Party Product(s), all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of the Third-Party Provider, having great commercial value to the Third-Party Provider.  Client may not, and may not cause or allow any other party to: (1) decompile, disassemble or reverse-engineer the Third-Party Product(s); or create or recreate the Source Code for the Third-Party Product(s); (2) remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Third-Party Product(s) or end user documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Third-Party Product(s) and end user documentation; (3) lease, lend or use the Third-Party Product(s) for timesharing or service bureau purposes or sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Third-Party Product(s); (4) use the Third-Party Product(s) to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise except to the extent expressly permitted in this Agreement; (5) modify, adapt, tamper with, translate, or create derivative works of the Third-Party Product(s) or the end user documentation; combine or merge any part of the Third-Party Product(s) or end user documentation with or into any other software or documentation; or refer to or otherwise use the Third-Party Product(s) as part of any effort to develop software or cloud services (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with the Third-Party Provider; (6) except with the Third-Party Provider’s prior written permission, publish any performance or benchmark tests or analysis relating to the Third-Party Product(s); or (7) attempt to do any of the foregoing.

12.   LIMITATION OF LIABILITY. 

• IN NO EVENT SHALL SERVICE PROVIDER, ITS LICENSORS, SUPPLIERS OR ITS AFFILIATE COMPANIES BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, 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 DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.   Export.   Customer hereby represents, certifies and warrants that it is now and will remain in the future compliant with all export control statutes, regulations, decrees, orders, guidelines and policies of the United States Government and the Government of any country in which Customer conducts business pursuant to this Agreement including but not limited to the Export Administration Regulations (“EAR”) (15 C.F.R. Parts 730-774) of the U.S. Department of Commerce; the U.S. antiboycott regulations and guidelines, including those under the EAR and U.S. Department of the Treasury regulations; the various economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), and the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001), as amended; and restrictions against dealings with certain prohibited, debarred, denied or specially designated entities or individuals under statutes, regulations, orders, and decrees of various agencies of the United States Government. Customer certifies that it (1) is not a Person described or designated in the Specially Designated Nationals and Blocked Persons List of OFAC; (2) does not engage in any prohibited dealings or transactions with any such Person and; (iii) does not engage in any dealings or transactions which would cause Sedara to be in violation of any economic sanctions regulations sand guidelines of OFAC. Customer agrees to, at its own expense, maintain responsibility of all export and re-export compliance requirements of Products.  Customer shall indemnify and hold Sedara harmless arising out of a breach by Customer of this Section.

14.   Termination.  In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Client, if Client:

• fails to pay any amount when due under this Agreement and such failure continues for 30 days after Client’s receipt of written notice of nonpayment;
• has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
• becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

15.   Waiver.  No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider.  No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof.  No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.   Force Majeure.  No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”):  (a) acts of God; (b) flood, fire, earthquake, explosion, pandemics or epidemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) other similar events beyond the reasonable control of the Impacted Party.  The Impacted Party shall give notice within 15 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.  The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.  The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.  In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 16, the other party may thereafter terminate this Agreement upon 10 days’ written notice.

17.   Assignment.  Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider.  Any purported assignment or delegation in violation of this Section is null and void.  No assignment or delegation relieves Client of any of its obligations under this Agreement.

18.   Relationship of the Parties.  The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19.   No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these SS Terms.

20.   Governing Law.  All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

21.   Submission to Jurisdiction.  Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of Buffalo and County of Erie, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

22.   Notices.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing.  All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid).  Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

23.   Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24.   Survival.  Provisions of these SS Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions:  Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.

25.   Amendment and Modification.  This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.