Terms of Service
Posted/Revised October 31, 2008
READ THIS AGREEMENT CAREFULLY BEFORE USING ANY GOGRID SERVICE. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN GOGRID AND YOU, INCLUDING ANY GOGRID CUSTOMER, USER, OR WEBSITE VISITOR, (collectively referred to herein as "Customer").
These Terms of Service form part of an agreement (this/the "Agreement") between ServePath, LLC, a Delaware limited liability company doing business under the name GoGrid, ("GoGrid") and Customer. This Agreement governs provision of GoGrid's services (the "Service") and is effective as of the moment Customer indicates agreement at the GoGrid website, as of the moment the two parties sign a paper version, or as of the moment Customer uses any GoGrid website or element of the Service (whichever comes first).
In addition to these Terms of Service, this Agreement consists of the following, each of which is incorporated into this Agreement by this reference: GoGrid's service level agreement, posted at www.GoGrid.com/legal/sla.php, (the "SLA"); GoGrid's acceptable use policy, posted at http://www.GoGrid.com/legal/aup.php (the "AUP"); and GoGrid's privacy policy, posted at http://www.GoGrid.com/legal/privacy-policy.php (the "Privacy Policy").
1. The Service.
(a) GoGrid will provide the Service pursuant to this Agreement.
(b) Customer agrees that the Service is for business use and not for consumers. Customer hereby affirms: (i) that it will use the Service for business purposes and not for personal, family, or household purposes; and (ii) that it is not an individual less than 18 years old.
(c) If agreed between the parties, the Service may include professional services, including services provided with the support or assistance of a GoGrid contractor ("In-House Consulting"). GoGrid may also refer Customer to a third party professional services provider ("Third Party Consulting").
(i) In-House Consulting is subject to the same terms and conditions as other elements of the Service, including without limitation the disclaimers and limitations of liability in Section 8 below. In-House Consulting is also subject to the terms and conditions of any statement of work executed by authorized representatives of both parties. Fees for In-House Consulting are in addition to Service fees required pursuant to Subsection 2(a) below. Customer will pay for In-House Consulting at GoGrid's then-standard rates, unless the relevant statement of work specifically provides for a different payment structure.
(ii) Third Party Consulting is not part of the Service, and GoGrid will have no responsibility or liability for Third Party Consulting, even if GoGrid recommends the Third Party Consulting provider and/or the Third Party Consulting is related to the Service or to Customer's ability to receive or exploit the Service. In the event that GoGrid is held responsible or liable for Third Party Consulting, despite the provisions of this Subsection 1(b)(ii), such responsibility or liability will be subject to the disclaimers and limitations of liability in Section 8 below.
(d) So long as Customer remains in compliance with the terms of this Agreement, GoGrid grants Customer a license to reproduce and use, during the term of this Agreement, such application program interface ("API") methods as GoGrid may provide through the Service. The license in the preceding sentence is contingent upon the following: Customer will not reproduce or use the API methods for any purpose other than to receive the Service, and Customer will observe all GoGrid's written instructions for use of the API methods. Customer may not sublicense the rights granted in this Subsection 1(d). GoGrid retains all title and interest in and to the API methods, and Customer receives no rights other than those specifically granted in this Subsection 1(d).
2. Payment Plans & Terms.
(a) Customer will pay for the Service pursuant to one of the following payment plans, as reflected in any GoGrid quote accepted by Customer and any other ordering records maintained by GoGrid (collectively, Customer's "Signup"):
(i) "Pay-as-You-Go Plan": Customer pays for such Service as it uses, and GoGrid may charge fees hourly or daily (or at such times as it chooses).
(ii) "Prepaid Plan": Customer pays monthly, or on such other basis as is listed in Customer's Signup, for a package of Service listed in Customer's Signup (Customer's "Service Package"). Payment is due before the start of each payment period. Customer will pay overage fees in the event that it exceeds its Service Package during any hour, as calculated by GoGrid pursuant to its standard policies, and GoGrid may charge overage fees daily (or at such times as it chooses). Customer may increase ("Upgrade") or decrease ("Downgrade") its Service Package through the GoGrid customer portal, www.My.GoGrid.com (the "Customer Portal"). Additional charges will go into effect upon Upgrade, and GoGrid may charge a prorated increase in Service fees for the payment period during which the Upgrade occurs, on a daily basis (or at such times as it chooses). For a Downgrade, GoGrid will issue Customer a credit against the charge for its next payment period, equivalent to a prorated decrease in Service fees for the payment period during which the Downgrade occurs.
In addition, GoGrid may bill Customer separately, on a monthly or other periodic basis, for optional features of the Service not bundled into Pay-as-You-Go Plans or Prepaid Plans, pursuant to GoGrid's standard policies.
(b) Customer will pay GoGrid's standard fees for the Service, as they may be revised from time to time. However, if Customer and GoGrid agree in Customer's Signup to alternate fees, such alternate fees will apply until the end-date specifically listed in the Signup, or if no end-date is listed, for 1 year. Thereafter, alternate fees will revert to GoGrid's then-standard fees. Customer will pay any set-up or other fees required pursuant to GoGrid's standard policies. Customer will make all payments in U.S. dollars. GoGrid is not required to issue refunds or credits except as specified in this Agreement. Without limiting the generality of the foregoing: (i) Customer's early termination of a prepaid month or other prepaid Service period will not entitle Customer to a refund or credit; and (ii) no credit will entitle Customer to a refund.
(c) Customer will notify GoGrid of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the date on the invoice in question, or waive such dispute. Any payment not received when due will, at GoGrid's option, bear interest at a rate of 1.5% per month from the date due until paid, to compensate GoGrid for the time-value of the unpaid fees. In addition, GoGrid may charge a late fee of $19.99 per week, as liquidated damages, starting on the first day after any payment is due. Such liquidated damages compensate GoGrid for administrative expenses related to unpaid fees.
(d) Service fees for Pay-as-You-Go Plan accounts and overage fees apply regardless of the cause of the Service usage or overage, even if caused by hacker activity or other third party actions. GoGrid is not required to issue or provide a roll-over of Service (memory or data) to a future month, a credit, or any other refund in the event that Customer under-utilizes its Service Package.
(e) Customer will maintain a valid credit card on file at all times. GoGrid may charge such card for Service fees or other fees on the first business day prior to any payment due-date. Customer will update credit card information as necessary in the Customer Portal. If any charge attempt is denied, GoGrid may interrupt Service without advanced notice but will make reasonable efforts to provide such notice.
3. Term and Termination.
(a) This Agreement will continue until terminated by either party pursuant to the procedures set forth in this Section 3.
(b) Customer may terminate this Agreement by written notice, effective on the day after such notice. Customer will provide notice of termination through the online cancellation form in the Customer Portal. GoGrid is not required to refund any payments in the event of termination by Customer.
(c) GoGrid may terminate this Agreement for convenience at any time. GoGrid will provide 30 days' advanced written notice of any termination for convenience. Upon such termination, GoGrid will refund any amounts prepaid for Service not yet provided.
(d) In the event of any material breach of this Agreement, including without limitation any breach of the provisions of the AUP or of the payment obligations set forth in Section 2, GoGrid may terminate the Service, any portion thereof, or this Agreement, without advanced notice. GoGrid is not required to refund any fees paid or prepaid after such termination.
4. Acceptable Use.
(a) Customer represents that it has read the AUP, and Customer will adhere to its requirements.
(i) Without limiting the generality of the foregoing, Customer will not allow the Service or GoGrid equipment to be used for activities prohibited by the AUP. Third party violations of the AUP using Customer's Service, including any IP addresses, points of access to the Internet, systems, software, or equipment assigned to Customer, will be considered violations by Customer.
(ii) Notwithstanding any provision to the contrary in this Agreement, and without limiting any of GoGrid's rights or remedies, GoGrid may suspend Service in whole or in part in the event that GoGrid reasonably suspects an AUP violation. Reasonable suspicion pursuant to the preceding sentence includes, without limitation, a third party notice or claim that Customer's use of the Service infringes on third party rights. GoGrid will make reasonable efforts to notify Customer before any such suspension, unless the AUP violation calls for immediate action to prevent injury or liability, in GoGrid's opinion and at its sole discretion. Suspension pursuant to this Subsection 4(a)(ii) may continue so long as GoGrid reasonably suspects an AUP violation. GoGrid is not liable for any Service suspension authorized by this Subsection 4(a)(ii), or for any related loss, even if the suspected AUP violation did not occur.
(b) GoGrid has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. GoGrid may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to Customer.
5. Service Levels & Remedies.
(a) GoGrid will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA and in this Section 5. In the event of hardware failure: (i) GoGrid will make reasonable efforts to recover lost data, upon Customer's request, but data-recovery is not guaranteed; and (ii) GoGrid will provide such credits as are required by the SLA (if any). In the event that Customer is dissatisfied with the Service, Customer's sole remedies are those listed in the SLA and in this Section 5, or termination of this Agreement if authorized pursuant to Section 3 above. Remedies listed in the SLA do not apply to any Service interruption authorized pursuant to Section 6 or any other provision of this Agreement, and GoGrid will not be liable for any such interruption.
(b) All Service features, whether or not addressed in the SLA, are provided pursuant to the provisions of Section 8 below and the other terms and conditions of this Agreement.
6. Maintenance & Security.
(a) GoGrid may interrupt Service to perform maintenance on GoGrid equipment or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. GoGrid will exercise reasonable efforts to inform Customer before interrupting Service and to repair the Service promptly.
(b) Customer is responsible for maintaining security and for maintaining patches and disaster recovery systems, except to the extent GoGrid specifically accepts such responsibility by listing such service features in Customer's Signup (subject to the limitations of liability in Section 8 and elsewhere in this Agreement). Whether or not Customer's Signup calls on GoGrid to maintain back-ups, Customer will keep a back-up copy of all data hosted by GoGrid. Customer will promptly report any Service failure to GoGrid via the online ticketing system in the Customer Portal. GoGrid is not responsible for providing physical access to or copies of software, data, or content stored on GoGrid's equipment under any circumstances and is not required to provide network access (i) after any termination or suspension of Customer's Service or (ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by Customer, or other interruption of network access.
(c) GoGrid is not required to reimburse any expenses Customer incurs for technology diagnosis or repair, including without limitation expenses for outside consultants.
7. Private and Confidential Information.
(a) GoGrid will adhere to the provisions of the Privacy Policy. GoGrid is not responsible for use or misuse of data by any third party, including without limitation the operator of any website linked to GoGrid's website, or any GoGrid customer, even if GoGrid hosts such customer's Website. Customer understands that the Privacy Policy applies only to the Service and to GoGrid's website. GoGrid may notify Customer of leaks or exposure of private data, but except to the extent required by law, GoGrid is not required to provide such notification.
(b) Customer will employ reasonable security precautions in its use of the Service, including without limitation encryption of social security numbers, medical records, and information of similar sensitivity belonging to Customer or to its customers or users.
(c) Customer will not use Confidential Information (as defined below) for any purpose other than to facilitate the Service. Except as specifically authorized in writing in advance by GoGrid, Customer will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in Customer's possession or control. Without limiting the generality of the foregoing, Customer will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of its employees or contractors who do not need to know. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided Customer gives GoGrid advanced notice reasonably sufficient to allow GoGrid to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort. Customer will promptly notify GoGrid in writing of any misuse or misappropriation of Confidential Information that comes to Customer's attention and will cooperate with GoGrid in investigating any such misappropriation and in mitigating any damages caused. Upon termination of this Agreement or upon GoGrid's written request, Customer will return all Confidential Information to GoGrid and certify, in writing, the destruction of any copies thereof.
(i) "Confidential Information" refers to any information GoGrid provides to Customer in any form and marks "Confidential," and any information GoGrid discloses orally and identifies as "Confidential" on or before disclosure. However, Confidential Information does not include information that: (A) is in Customer's possession at the time of original disclosure by GoGrid; (B) is independently developed by Customer without use of or reference to information provided by GoGrid; or (C) becomes known publicly, before or after disclosure, other than as a result of Customer's improper action or inaction.
(ii) Customer agrees that breach of the provisions of this Subsection 7(c) might cause GoGrid irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, GoGrid will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.
8. Warranties, Disclaimers, & Limitations of Liability.
(a) GOGRID MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GoGrid does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. The Service is provided with no warranties regarding security, reliability, protection from attacks, data integrity, or data availability (including without limitation data integrity or availability related to cloud storage features of the Service). Except to the extent specifically provided in the SLA, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. No communication between Customer and GoGrid will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this Section 8 or elsewhere in this Agreement. As used in the previous sentence, "communications" include, without limitation, marketing materials and representations of salespeople, advice provided by GoGrid or any of its representatives, quotes, Customer's Signup, and any work order or other ordering document.
(b) GOGRID WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. GOGRID'S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE INJURY GIVING RISE TO THE CLAIM.
(c) Except to the extent specifically provided in Section 5 above, and except to the extent that applicable law specifically forbids such limitation of liability, GOGRID WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM ANY OF THE FOLLOWING OR FROM ANY GOGRID EFFORTS TO ADDRESS OR MITIGATE ANY OF THE FOLLOWING: (i) SECURITY BREACHES, INCLUDING WITHOUT LIMITATION EAVESDROPPING, THIRD PARTY ACCESS TO CUSTOMER DATA OR TO ASSIGNED COMPUTERS, THIRD PARTY ACCESS TO OR MISUSE OF PASSWORDS PROVIDED TO GOGRID, AND INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE SERVICE; (ii) RELEASE OR EXPOSURE, FOR ANY OTHER REASON, OF PERSONALLY IDENTIFIABLE INFORMATION OR OTHER PRIVATE DATA, INCLUDING DATA BELONGING TO CUSTOMER'S OWN CUSTOMERS AND OTHER USERS; (iii) DENIAL OF SERVICE ATTACKS, VIRUSES, WORMS, AND OTHER INTENTIONAL INTERFERENCE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION BY OTHER GOGRID CUSTOMERS; (iv) LOSS OF DATA OR LOSS OF ACCESS TO DATA; (v) ACTIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER GOGRID CUSTOMERS AND THIRD PARTY CONSULTING PROVIDERS; (vi) ACTIONS OF GOGRID EMPLOYEES, AGENTS, OR CONTRACTORS ACTING OUTSIDE THE SCOPE OF THEIR DUTIES; (vii) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR OTHER FAILURES OF PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ACCIDENTAL DISCONNECTION AND TERMINATION OF SERVICE; AND (viii) THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE. THE PROVISIONS OF THIS SUBSECTION 8(c) APPLY, WITHOUT LIMITATION, EVEN IF CUSTOMER PURCHASES SERVICE FEATURES ADDRESSING SECURITY, DATA INTEGRITY, DATA BACKUP, ATTACK PROTECTION, VIRUSES, SPAM, MONITORING, OR SYSTEM INTEGRITY. GoGrid does not control and has not thoroughly reviewed all the websites run by GoGrid's customers or linked to GoGrid's website. With the exception of its own website, GoGrid is not responsible or liable for the content or practices of any website, including without limitation websites linked to GoGrid's website and websites hosted by GoGrid but run by its customers.
(d) THE LIABILITIES LIMITED BY THIS SECTION 8 INCLUDE, WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE. GoGrid's limitations and exclusions of liability and disclaimers of warranty, set forth in this Section 8 and elsewhere in this Agreement, (collectively, the "Limitations") apply equally to GoGrid's officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. Customer acknowledges and agrees that GoGrid has set its prices and entered into this Agreement in reliance upon the Limitations, and that the Limitations form an essential basis of the bargain between GoGrid and Customer. The Limitations survive and apply even if Customer's remedies provided in this Agreement are found to have failed of their essential purpose.
9. Indemnity.
Customer will defend and indemnify GoGrid (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any of Customer's customers or users, or any other third party, arising out of or related to Customer's use of, misuse of, or failure to use the Service, including without limitation: (a) alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations; (b) security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to one of Customer's customers, or to other third parties); and (c) any action taken by GoGrid as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, and costs, including without limitation attorneys' fees.
10. Miscellaneous.
(a) Title and intellectual property rights to the Service and all components thereof are owned by GoGrid and its licensors and suppliers. All hardware and Internet protocol addresses provided by GoGrid are licensed to Customer temporarily and remain GoGrid's sole and exclusive property. This Agreement does not grant Customer a license to any software used to provide the Service or associated with the Service (collectively, "Software"), or to any other software, by implication, by estoppel, or otherwise. Without limiting the generality of the foregoing, Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, and trademarks (collectively, "Trademarks") displayed on GoGrid's website and through the Service, whether or not registered, belong to GoGrid and its licensors and suppliers. Neither this Agreement nor any GoGrid website grants a license to any Trademark, by implication, by estoppel, or otherwise. Nothing in this Agreement transfers to GoGrid any copyright in, trademark on, or other ownership interest in any data or content of Customer. However, GoGrid may include Customer's name in any list of customers used for marketing or other purposes.
(b) Customer is responsible for maintaining the confidentiality of its usernames and passwords, and Customer will not transfer or sell to any third party such usernames or passwords, or Customer's access to the Service.
(c) GoGrid is not obligated to sell Customer any Service feature not listed in Customer's Signup, or to provide more Service than required by such Signup.
(d) During the term of this Agreement and for 180 days thereafter, Customer will not encourage or solicit any GoGrid employee or independent contractor to leave GoGrid's employ, or otherwise interfere with GoGrid's employment relationships.
(e) The parties agree that the fees listed as liquidated damages in Subsection 2(c) and elsewhere in this Agreement do not constitute penalties and are reasonable in light of the harm that will be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasib¬ility of otherwise obtaining an ade¬quate remedy. No remedy of GoGrid provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of GoGrid at law or in equity.
(f) All written communications to Customer will be deemed delivered if sent to the contact points provided to GoGrid at the time of order, or to such other contact points as Customer provides in writing. Customer will include a valid e-mail address with such contact points. All written communications to GoGrid will be mailed to 360 Spear St., Suite 200, San Francisco, CA 94105, unless GoGrid notifies Customer in writing of alternate contact information, except to the extent that this Agreement provides that such communication will be made through the Customer Portal.
(g) GoGrid may revise this Agreement, including the AUP, the SLA, and the Privacy Policy, from time to time by posting a new version on the GoGrid Website. Revised terms will become effective 30 days after posting thereof (the "Renewal Date"). Customer waives any right to notice of revised terms other than through the GoGrid Website, and such waiver will remain in force even if GoGrid does provide notice by e-mail or another medium. (Customer's continued use of the Service after any Renewal Date will confirm acceptance of revised terms.) Notwithstanding the foregoing, revisions to the AUP, SLA, or Privacy Policy will become effective upon posting thereof. This Agreement may not be revised or amended in any other way, except through a written contract executed by authorized representatives of both parties. GoGrid may provide notices via e-mail, but no e-mail exchange will amend this Agreement, even if such messages purport to do so.
(h) This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of San Francisco, California.
(i) Pursuant to 47 U.S.C. Section 230(d), GoGrid hereby notifies Customer that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors, and information regarding providers of such protections may be found on the Internet by searching "parental control protection" or similar terms. If Customer is a consumer (despite the prohibition in Subsection 1(b) above), GoGrid hereby provides Customer with the following notice, pursuant to California Civil Code Section 1789.3: (i) to resolve any complaint regarding the Service or receive any further information regarding the Service, Customer should contact GoGrid at the contact points provided on GoGrid's website under "Contact Us"; and (ii) California consumers may be entitled to pursue complaints regarding the Service by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by phone at 800-952-5210.
(j) Customer will not use the Service in any way that violates applicable laws or regulations, including without limitation U.S. Export Administration Regulations. Customer represents and warrants that it is not on the United States Treasury Department's list of Specially Designated National and Blocked Persons and is not otherwise a person or entity subject to a legal rule that would prohibit GoGrid from providing the Service.
(k) No delay, failure, or waiver of either party's exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
(l) In the event of any conflict between these Terms of Service and any other element of this Agreement, or any ordering document or statement of work, these Terms of Service will govern.
(m) Customer may not assign this Agreement or any of its rights or obligations hereunder without GoGrid's express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
(n) If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.
(o) This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.
