Last Updated: December 2, 2024

IMPORTANT: Carefully read these Terms of Service (this “Agreement”) before using the Service (as defined below).

This Agreement creates a binding legal agreement between you (“Customer”) and Aeon Health  (“Aeon”).

BY USING THE SERVICE OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU IRREVOCABLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SERVICE.  You also agree to ensure that anyone who uses the Service using your password or login information abides by this Agreement.

IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE, THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as Aeon’s Privacy Policy located at www.aeon.health/privacy (the “Privacy Policy”), as it may be amended from time to time in the future.

Aeon may update this Agreement at any time, without notification to you, and you should review this Agreement from time to time by accessing the Service.  Your continued use of the Service will be deemed irrevocable acceptance of any such revisions.  Before you continue, you should print or save a local copy of this Agreement and the Privacy Policy for your records.

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representation and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you.  If you accept this Agreement, you represent that you have the capacity to be bound by it.

No practice of medicine

You understand and agree that Aeon is not engaged in the practice of medicine through the Service, and that the Service is not a substitute for professional medical advice, diagnosis, or treatment. YOU AGREE THAT Aeon HAS NO RESPONSIBILITY TO PROVIDE MEDICAL ADVICE OR TAKE ANY MEDICALLY RELATED ACTION IN RESPONSE TO ANY INFORMATION YOU PROVIDE ON OR THROUGH THE SERVICE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE SERVICES FOR USE IN YOUR MEDICAL PRACTICE. Aeon does not recommend or endorse any specific devices, wearable equipment or technologies, physicians or other providers, clinical studies, treatments, tests, procedures, opinions, products, or other information that may appear in the Service or on links reached through the Service.

Definitions.  As used in this Agreement:

1.1           (b)        “Anonymized Data” means data, including Customer Data, which has been stripped of information potentially identifying Customer or which contains any Personal Information, and which has been manipulated or combined to provide generalized anonymous information that cannot be reverse-engineered to identify Customer or any other person, and includes aggregated information.

1.2           “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary.  Aeon’s Confidential Information includes information derived from or concerning the Service or the Documentation and the terms of this Agreement.  Customer’s Confidential Information includes the Customer Data.

1.3           “Customer Data” means any data, information or information contained in any records, database, template or other similar document (a) submitted by Customer or a User through the Service, (b) provided by Customer or a User to Aeon as part of the Service, or (c) supplied to Aeon by or on behalf of Customer.

1.4           “Documentation” means the designated final user manuals, handbooks, online materials, specifications or forms made available by Aeon that describe the features, functionality or operation of the Service.

1.5           “Fees” is defined in Section 4.

1.6           “Force Majeure Event” is defined in Section 11.3.

1.7           “Personal Information” means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws.

1.8           “Privacy Laws” means all applicable federal and provincial legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where Customer has subscribed to use the Service, which may include the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial, state, federal and international legislation.

1.9           “Service” means the on-line software as a service offering delivered by Aeon to Customer through its website (www.aeon.health), including Aeon’s electronic medical records platform and any other services as made available by Aeon from time-to-time.

1.10        “User Credential” is defined in Section 3.1.

1.11        “Users” means Customer’s employees, representatives, consultants, contractors, agents, or patients who are authorized to use the Service by Customer and have been supplied user identifications and passwords for this purpose.

2.              The Service.

2.1           Subscription to the Service.  Conditional on Customer: (a) complying with the provisions of this Agreement, including but not limited to paying the Fees as required by this Agreement; (b) cooperating with the reasonable requests of Aeon; and (c) providing Aeon with access to Customer’s internal systems and any required third party systems (and making all required third party disclosures and obtaining all required third party consents in respect of such access) from which Customer wishes Aeon to access Customer Data, Aeon hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service in accordance with this Agreement, solely for Customer’s internal business purposes and not for resale.   Customer agrees that its purchase of the subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Aeon with respect to future functionality or features.

2.2           Support.  Subject to the terms of this Agreement, including, without limitation, the payment of the Fees set forth in Section 4, Aeon will use commercially reasonable efforts to correct any reproducible failure of the Service to substantially conform to its expected operation, provided that Aeon will not have an obligation to provide a correction for all such nonconformities.

2.3           Updates and Scheduled Downtime.  Aeon may update any aspect of the Service at any time in its sole discretion.  Aeon may schedule downtime for maintenance and upgrades to the Services without prior notice but will use commercially reasonable efforts to provide advance notice where practicable.

2.4           Privacy Policy.  To the extent any Customer Data contains Personal Information, it will be used, collected, stored and disclosed for the purposes contemplated under this Agreement and in accordance with the Privacy Policy.

2.5           Personal Information. Aeon agrees:

(a)            to maintain reasonable security arrangements to protect Customer Data from unauthorized access, collection, use, disclosure, disposal or alteration; and

(b)            to comply with applicable laws with respect to the collection, use and disclosure of Personal Information in providing the Service. 

2.6           Anonymized Data: Aeon retains the right to use or share any Anonymized Data generated by anyone using the Services, including Customers and their Users, for the purpose of providing, maintaining, and improving the Services. 

2.7           Internet Security Disclaimer.  Customer acknowledges and agrees that Aeon exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Aeon’s control.  Customer acknowledges that the Internet is inherently risky despite reasonable measures being taken, and Customer assumes responsibility for its use of the Service over the Internet.

2.8           Limitation, Suspension or Termination of Access.  In addition to the other rights and remedies of Aeon under this Agreement, Aeon may suspend, terminate or limit, in Aeon’s reasonable discretion, Customer’s access to or use of the Service, or any part of it, without notice in order to: (a) prevent damage to, or degradation of the integrity of the Services; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Aeon from harm to its reputation or business. Aeon will use commercially reasonable efforts to notify Customer of a limitation, suspension or termination action as soon as reasonably practicable.  In the event of a limitation or suspension, Aeon will restore Customer’s access to the Service when Aeon determines the event has been resolved.  Nothing in this Agreement will limit Aeon’s right to take any action or invoke remedies, or will act as a waiver of Aeon’s rights in any way with respect to any of the foregoing activities. Aeon will not be responsible for any loss or damages of any kind incurred by Customer as a result of any limitation, termination or suspension of the Service under this Section 2.7.

2.9           Subcontractors.  Customer acknowledges and agrees that Aeon may retain the services of independent contractors (“Subcontractors”) from time to time to provide, or to assist Aeon in providing, the Service.  Any Subcontractors used by Aeon to provide the Service shall remain under the direction and control of Aeon, and Aeon shall be fully and personally liable for all acts or omissions of the Subcontractors.

3.              Customer’s Use of the Service.

3.1           Access and Security Guidelines.  Subject to any limitations associated with Customer’s subscription account, Customer may set up additional User accounts, including through authentication or single sign-on methods under separate user credentials (“User Credentials”) for each User.  A User may only access and use the Service with his or her specific User Credentials.  Customer is responsible to ensure User Credentials are not shared, and that Users retain the confidentiality of their User Credentials.  Customer is responsible for any and all activity occurring under the User Credentials associated with Users.  Customer will promptly notify Aeon of any actual or suspected unauthorized use of the Service. Aeon may require that a User Credentials be replaced at any time.

3.2           Customer Responsibilities and Restrictions.  Customer will, at all times, comply with all applicable local, state, provincial, federal and foreign laws in using the Service.  Without limiting the generality of Section 3.1, Customer agrees that Customer will not, and will not permit any person, including without limitation the Users, to:

(a)            use the Service other than as permitted by this Agreement;

(b)            use the Service to violate, infringe or appropriate any person’s privacy rights, publicity rights, defamation rights, intellectual property rights, proprietary rights, contractual rights or any other legal right;

(c)             sublicense or transfer any of Customer’s rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Service for the benefit of a third party or to operate a service bureau;

(d)            copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Service;

(e)            use or launch any automated system, including without limitation any “robot” or “spider” that accesses the Service; or

(f)             interfere with, or attempt to interfere with, the Service or any other networks or services connected to the Service, whether through the use of viruses, bots, worms or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware.

3.3           Customer Data Responsibility.  Customer is solely responsible for Customer Data and will not provide or transmit any Customer Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information.  Aeon may take remedial action if Customer Data violates this Section 3.3, however, Aeon is under no obligation to review Customer Data for accuracy or potential liability.

Fees, Payment and Suspension.  As consideration for the subscription to the Service and for any additional services provided by Aeon, Customer will pay Aeon the applicable fees agreed upon by the parties (“Fees”).  Unless otherwise agreed to by the parties, all Fees will be billed on a monthly or annual basis, depending on your subscription, and are due within 30 days following the date of invoice.  Overdue amounts will accrue interest at the rate of 12% per annum, or the highest legal interest rate, if less.  Customer shall reimburse Aeon for all expenses (including reasonable attorneys’ fees) incurred by Aeon to collect any amount that is not paid when due.  All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer shall pay, all sales, use, excise and other taxes that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Aeon’s net income.  Aeon reserves the right (in addition to any other rights or remedies Aeon may have) to discontinue the Service and suspend all User Credentials and Customer’s access to the Service if any Fees are more than 30 days overdue until such amounts are paid in full.  Customer shall maintain complete, accurate and up-to-date Customer billing and contact information at all times.

5.              Confidential Information.

5.1           Obligation.  Each party agrees (a) to hold the other party’s Confidential Information in strict confidence, (b) to limit access to the other party’s Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use such Confidential Information for any purpose except as expressly permitted hereunder.  Notwithstanding the foregoing, the receiving party will not be in violation of this Section 5.1 with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body, provided that the receiving party gives the other party prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.

5.2           Exceptions.  The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, as shown by the receiving party’s competent written records, or (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

6.              Ownership.

6.1           Aeon Technology.  Customer acknowledges that Aeon retains all right, title and interest in and to the Service and all software, materials, formats, interfaces, information, data, content and Aeon proprietary information and technology used by Aeon or provided to Customer in connection with the Service (collectively, the “Aeon Technology”), and that the Aeon Technology is protected by intellectual property rights owned by or licensed to Aeon.  Other than as expressly set forth in this Agreement, no license or other rights in the Aeon Technology are granted to the Customer, and all such rights are hereby expressly reserved by Aeon.  Aeon will have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the Service.

6.2           Customer Data Ownership.  Customer retains all right, title and interest in and to the Customer Data.  Except as otherwise set out in this Agreement, Aeon will only use Customer Data to provide the Service.  Customer will be solely responsible for providing all Customer Data required for the proper operation of the Service.  Customer grants to Aeon all necessary licenses in and to such Customer Data solely as necessary for Aeon to provide the Service to Customer and the Users. For additional clarity, the Customer is solely responsible for complying with all data retention requirements that are imposed upon the Customer through professional standards or applicable law. As Aeon otherwise has no control over Customer Data, Aeon are not responsible for incorrect, incomplete, lost or damaged Customer Data, except to the extent it is caused by our failure to meet our obligations under this Agreement.

7.              Term and Termination.

7.1           Term.  Unless otherwise agreed to by the parties, the term of this Agreement will commence on the Effective Date and continue for one year (the “Initial Term”).  Thereafter, this Agreement will be automatically renewed from year to year for additional one year renewal terms (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party provides written notice to the other party no less than 60 days prior to the expiration of the then-current Initial Term or Renewal Term indicating that it does not wish to renew this Agreement.

7.2           Termination for Default.  Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and does not cure such breach (if curable) within 30 days after written notice of such breach; or (b) the other party becomes insolvent or files or has filed against it a petition in bankruptcy.

7.3           Effect of Termination.  Upon the termination of this Agreement for any reason: (a) any amounts owed to Aeon under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other party all property (including any Confidential Information) of the other party in its possession or control; and (c) Customer’s and each User’s access to and use of the Service will be immediately suspended.  Aeon agrees that within 30 days following any termination of this Agreement, Aeon will provide Customer with one electronic copy of the Customer Data in a usable format.  Thereafter, Aeon will remove all Customer Data from the Service.  The rights and duties of the parties under Sections 3.3, 4 through 6, 7.3 and 8 through 11 will survive the termination or expiration of this Agreement.

disclaimer. THE SERVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY AEON TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. AEON HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. AEON DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AEON EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE (INCLUDING ALERTS AND RECOMMENDATIONS) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

AEON IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY SERVICE PROVIDER , NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY AEON, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY AEON.

THE SERVICES ARE OFFERED AND CONTROLLED BY AEON FROM ITS FACILITIES IN CANADA.  AEON MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS.  THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Indemnity. If any action is instituted by a third party against Provider arising out of or relating to: (a) Customer’s use of the Service (including claims by any customer or business partner of Customer); (b) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; (c) Customer’s actions or omissions, including acts of negligence or professional malpractice; or (d) an allegation that the Customer Data, or the use of Customer Data by Aeon pursuant to this Agreement, infringes any third party intellectual property rights or other rights of a third party, or otherwise causes harm to a third party, Customer will defend such action at its own expense on behalf of Aeon and shall pay all damages attributable to such claim which are finally awarded against Aeon or paid in settlement of such claim.  Customer shall have no obligation under this Section 9 for any claim or action that arises out of a breach of this Agreement by Aeon.

Limitation of Liability.  The following provisions have been negotiated by each party , are a fair allocation of risk, are an essential basis of the bargain under this Agreement and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

10.1        Amount.  AEON’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO AEON UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE.  FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.  IN NO EVENT SHALL AEON’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

10.2        Type.  IN NO EVENT SHALL AEON BE LIABLE TO CUSTOMER FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (C) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (D) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE.  IN NO EVENT SHALL AEON BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

10.3        No Jury Trial.  CUSTOMER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT CUSTOMER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.4        No Participating in Class Action.  CUSTOMER AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CUSTOMER HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

10.5        Limitation of Time.  Customer agrees that it will not bring a claim under or related to this Agreement more than 12 months from when such claim first arose.

11.           General Provisions

11.1        Publicity.  Aeon may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement and the relationship between the parties.  Customer agrees to allow Aeon to use Customer’s name in customer lists and other promotional materials describing Customer as a customer of Aeon and user of the Service.

11.2        Assignment.  Customer may not assign this Agreement to a third party without Aeon’s prior written consent, not to be unreasonably withheld, except to a third party that controls, is controlled by or is under common control with Customer.  Aeon may assign this Agreement or any rights hereunder to any third party without Customer’s consent.  Any assignment in violation of this Section 11.2 shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound to the terms of this Agreement which shall be binding upon and inure to the benefit of the parties’ successors and permitted assignees.

11.3        Force Majeure.  If the performance of any obligation under this Agreement, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party’s reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, epidemics and pandemics, power surges or failures, Internet connectivity or the act or omission of any third party (each a “Force Majeure Event”), such party will be excused from such performance to the extent necessary.  Each party will use reasonable efforts to implement industry standard procedures to minimize disruption of such Force Majeure Events and will use reasonable efforts to remove such causes of non-performance.

11.4        Arbitration.  Any dispute or claim arising out of or relating to this Agreement will be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable Rules.  The place of arbitration shall be Vancouver, British Columbia, Canada and the language of the arbitration shall be English.  The number of arbitrators shall be one.  Notwithstanding the foregoing, Aeon may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Aeon through injunctive relief and other equitable remedies without proof of monetary damages.

11.5        Choice of Law.  This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles.  The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

11.6        Notices.  Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing: (i) to Aeon, by email at privacy@aeon.health or by certified mail at 14051 27a Ave, Surrey BC V4P2E1, Canada; or (ii) to Customer, by email or by certified mail at the addresses set forth in writing by Customer.  Notwithstanding the foregoing, each party may change its address from time to time upon written notice to the other party of the new address.  Notices will be deemed to have been given upon receipt, or when delivery is refused.

11.7        Entire Agreement.  This Agreement is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof.  This Agreement may only be modified in writing signed by both parties.

11.8        Severability and Waiver.  In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  All waivers must be in writing.  Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.9        Relationship of the Parties.  The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.