Common use of Amendment; Entire Agreement; Precedence Clause in Contracts

Amendment; Entire Agreement; Precedence. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Provider and Customer. This Agreement, including all Order Forms, SOWs, and documents attached hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Each Order Form and SOW is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form or SOW and the terms of this Agreement, this Agreement shall govern except as to the specific Subscription Services or Professional Services ordered, and the fees, currency and payment terms for such orders, for which the Order Form or SOW shall govern, as applicable. If an Order Form or SOW explicitly states that it is intended to amend or modify a term of this Agreement, such Order Form or SOW shall govern over this Agreement solely as to the amendment or modification. Provider objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website. Neither Provider’s acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Subscription Services or Software nor dependent on any oral or written public comments made by Provider regarding future functionality or features of the Subscription Services or Software. No right or cause of action for any third party is created by this Agreement or any transaction under it.

Amendment; Entire Agreement; Precedence. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Provider LTG and Customer. This Agreement, including all Order Forms, SOWs, Forms and documents attached hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Each Order Form and SOW is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form or SOW and the terms of this Agreement, this Agreement shall govern except as to the specific Subscription Services or Professional Services ordered, and the fees, currency and payment terms for such orders, for which the Order Form or SOW shall govern, as applicable. If an Order Form or SOW explicitly states that it is intended to amend or modify a term of this Agreement, such Order Form or SOW shall govern over this Agreement solely as to the amendment or modification. Provider LTG objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website. Neither ProviderLTG’s acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Subscription SaaS Services or Software nor dependent on any oral or written public comments made by Provider LTG regarding future functionality or features of the Subscription SaaS Services or Software. No right or cause of action for any third party is created by this Agreement or any transaction under it.

Amendment; Entire Agreement; Precedence. No modification of, amendment or addition This Agreement may be amended by Provider from time to time. Provider will make the most recent version of this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Provider and Customeravailable to Customer via Provider’s website. This Agreement, including all Order Forms, SOWs, and documents attached hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Each Order Form and SOW is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form or SOW and the terms of this Agreement, this Agreement shall govern except as to the specific Subscription Services or Professional Services ordered, and the fees, currency and payment terms for such orders, for which the Order Form or SOW shall govern, as applicable. If an Order Form or SOW explicitly states that it is intended to amend or modify a term of this Agreement, such Order Form or SOW shall govern over this Agreement solely as to the amendment or modification. Provider objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website. Neither Provider’s acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Subscription Services or Software nor dependent on any oral or written public comments made by Provider regarding future functionality or features of the Subscription Services or Software. No right or cause of action for any third party is created by this Agreement or any transaction under it.

Amendment; Entire Agreement; Precedence. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Provider PeopleFluent and Customer. This Agreement, including all each relevant Order FormsForm, SOWsSOW, and documents attached hereto (t)hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual non‐contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Each Order Form and SOW is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form or SOW and the terms of this Agreement, this Agreement shall govern except as to the specific Subscription Services or Professional Services ordered, and the fees, currency and payment terms for such orders, for which the Order Form or SOW shall govern, as applicable. If an Order Form or SOW explicitly states that it is intended to amend or modify a term of this Agreement, such Order Form or SOW shall govern over this Agreement solely as to the amendment or modification. Provider PeopleFluent objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website. Neither ProviderPeopleFluent’s acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Subscription Services or Software nor dependent on any oral or written public comments made by Provider PeopleFluent regarding future functionality or features of the Subscription Services or Software. No right or cause of action for any third party is created by this Agreement or any transaction under it.

Amendment; Entire Agreement; Precedence. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Provider LMS and Customer. This Agreement, including all Order Forms, SOWs, Forms and documents attached hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Each Order Form and SOW is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form or SOW and the terms of this Agreement, this Agreement shall govern except as to the specific Subscription Services or Professional Services ordered, and the fees, currency and payment terms for such orders, for which the Order Form or SOW shall govern, as applicable. If an Order Form or SOW explicitly states that it is intended to amend or modify a term of this Agreement, such Order Form or SOW shall govern over this Agreement solely as to the amendment or modification. Provider LTG objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website. Neither Provider’s LTG’ acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Subscription SaaS Services or Software nor dependent on any oral or written public comments made by Provider LTG regarding future functionality or features of the Subscription SaaS Services or Software. No right or cause of action for any third party is created by this Agreement or any transaction under it.

Amendment; Entire Agreement; Precedence. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Provider PeopleFluent and Customer. This Agreement, including all each relevant Order FormsForm, SOWsSOW, and documents attached hereto (t)hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Each Order Form and SOW is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form or SOW and the terms of this Agreement, this Agreement shall govern except as to the specific Subscription Services or Professional Services ordered, and the fees, currency and payment terms for such orders, for which the Order Form or SOW shall govern, as applicable. If an Order Form or SOW explicitly states that it is intended to amend or modify a term of this Agreement, such Order Form or SOW shall govern over this Agreement solely as to the amendment or modification. Provider PeopleFluent objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website. Neither ProviderPeopleFluent’s acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Subscription Services or Software nor dependent on any oral or written public comments made by Provider PeopleFluent regarding future functionality or features of the Subscription Services or Software. No right or cause of action for any third party is created by this Agreement or any transaction under it.

Amendment; Entire Agreement; Precedence. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and executed by authorized representatives of Provider and Customer. This Agreement, including all Order Forms, SOWs, and documents attached hereto or incorporated herein by reference, constitutes the complete and exclusive statement of the parties’ agreement as to the subject matter hereof and supersedes all proposals, requirements documents, discussions, presentations, responses to questions, or prior agreements, commitments or promises, oral, electronic or written, between the parties or provided by one party to another, relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on and shall have no remedy or right of action with respect to any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-non- contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a warranty, in writing or not and made by or to any person. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. Each Order Form and SOW is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form or SOW and the terms of this Agreement, this Agreement shall govern except as to the specific Subscription Services or Professional Services ordered, and the fees, currency and payment terms for such orders, for which the Order Form or SOW shall govern, as applicable. If an Order Form or SOW explicitly states that it is intended to amend or modify a term of this Agreement, such Order Form or SOW shall govern over this Agreement solely as to the amendment or modification. Provider objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, vendor portal or website. Neither Provider’s acceptance of Customer’s purchase order nor its failure to object elsewhere to any provisions of any subsequent document, website, communication, or act of Customer shall be deemed acceptance thereof or a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Subscription Services or Software nor dependent on any oral or written public comments made by Provider regarding future functionality or features of the Subscription Services or Software. No right or cause of action for any third party is created by this Agreement or any transaction under it.