BECTRAN, INC.
Last Updated: June 01, 2023
This Subscription Agreement (“Agreement”) is a binding agreement between you (and your business to which you are authorized to accept on its behalf) (“Subscriber” or “you”) and Bectran, Inc. (“Bectran,” “we,” “us,” “our”). For purposes of this Agreement, Subscriber and Bectran each may be referred to individually as a “Party” and together as the “Parties.” This Agreement governs your use of Bectran’s proprietary software platform, products and services, including associated offline components, as further described herein and in any Documentation made available to you (the “Services”).
By clicking the “agree” button, you (a) acknowledge that you have read, understand and have the authority to enter into this Agreement; (b) represent that you are of legal age in your jurisdiction to enter into this Agreement; and (c) accept this Agreement and agree that you and your business, if applicable, are legally bound by its terms. If you do not agree with this Agreement, please exit now and do not use the Services.
If you are a competitor of Bectran, you may not access the Services for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes. Bectran reserves the right to terminate any Services if Bectran, in its sole discretion, determines such Services are being used by a competitor for such purposes.
1. Definitions
“Affiliate” means any entity controlling or controlled by or under common control with a Party, at the time of execution of the Agreement and any time thereafter, where “control” is defined as (a) the ownership of greater than fifty percent (50%) of the equity or beneficial interest of such entity, or (b) any other entity with respect to which such Party has significant management or operational responsibility (even though such Party may own less than fifty percent (50%) of the equity of such equity).
“Applicable Law” means all laws, statutory and other rules, regulations, instruments and legal provisions in force from time to time applicable to the Parties.
“Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include any User Data; our Confidential Information shall include information regarding the Services.
“Documentation” means our user guides, documentation and help/training materials, (each as may be updated periodically) that we may make available as part of the Services.
“Fees” shall mean the subscription fees charged and payable for the Services pursuant to Section 9 herein.
“Malicious Code” means any virus, worm, time bomb, Trojan horse or other harmful or malicious code, files scripts, agents or programs.
“Term” has the meaning set forth in Section 14 herein.
“Users” shall mean Subscriber and/or Subscriber’s authorized employees and independent consultants, contractors or agents working for Subscriber in the ordinary course of Subscriber's business who: (a) agree to be bound by the terms of this Agreement; and (b) are specifically authorized by Subscriber to access the Services through the use of a user identification and password.
“User Data” means any data and information submitted by Subscriber, or authorized and permitted and submitted by its Users or third parties through the Services, as more fully described in the Documentation.
2. Free Trial Periods
If you choose a free trial period, we will make the Services available to you without charge for the earlier of: (a) the agreed upon trial period after your acceptance of this Agreement (depending on the length of your free trial); or (b) the start date of any purchased Services subscribed to by you. NOTWITHSTANDING ANY TERMS TO THE CONTRARY HEREIN, DURING THE FREE TRIAL PERIOD, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
3. License Grant. Subject to the terms of this Agreement, during the Term, Bectran hereby grants you a limited, non-exclusive and nontransferable license to access and use the Services strictly in accordance with this Agreement.
4. Restrictions. Subscriber shall not:
5. Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the access and use license granted, and subject to all terms, conditions and restrictions, under this Agreement. Bectran reserves and shall retain its entire right, title and interest in and to the Services, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
6. Provision of Services
6.1. Provision of Services
We shall make the Services available to you pursuant to this Agreement during the applicable free trial or subscription Term. You agree that your subscription hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features of the Services.
6.2. User Subscriptions
Unless otherwise specified herein, Services may be accessed by no more than the number of Users specified by your subscription. Additional Users may be added during the Term at the same pricing as that for the pre-existing Users, prorated for the remainder of the Term in effect at the time the additional Users are added, and the added Users’ access to the Services will terminate on the same date as the pre-existing subscriptions. Subscriptions are for designated
Users and cannot be shared or used by more than one User, but may be reassigned to new Users who replace Users who no longer require access to the Services.
7. Responsibilities of the Parties
7.1. Bectran Responsibilities
During the Term, we shall: (i) provide basic support for the Services at no additional charge as set forth in the Documentation, as may be amended from time to time by Bectran; (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (Bectran will use commercially reasonable efforts to provide at least 8 hours prior notice via the Services prior to any planned downtime. Planned downtime is scheduled (to the extent practicable) during the weekend hours from 6:00 p.m. central time Friday to 3:00 a.m. central time Monday); (b) emergency maintenance; or (c) any unavailability caused by a Force Majeure Event (defined below), or Internet service provider failures or delays, and (iii) provide the Services only in accordance with Applicable Laws.
7.2. Your Responsibilities
You shall (i) be responsible for your and all of your Users’ compliance with this Agreement, any Documentation and Applicable Laws, (ii) be solely responsible for the accuracy, quality, integrity and legality of any User Data and of the means by which you acquired such User Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with this Agreement, the Documentation and Applicable Laws. You will not: (a) make the Services available to anyone other than authorized Users, (b) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (c) attempt to gain unauthorized access to the Services or their related systems or networks.
8. Third-Party Products and Services
8.1. Use of Third-Party Products and Services
Use by you of third-party products or services, including but not limited to third-party applications and implementation, customization and other consulting services (“Third-Party Applications”), and any exchange of data between you and any third-party provider, is solely between you and the applicable third-party provider. We do not warrant or support third-party products or services. No purchase of third-party products or services is required to use the Services.
8.2. Third-Party Applications and Your Data
If you install or enable Third-Party Applications for use with the Services, you acknowledge that Bectran may allow providers of those Third-Party Applications to access User Data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of any User Data resulting from any such access by Third-Party Application providers. The Services permit you to restrict Users from installing or enabling such Third-Party Applications for use with the Services.
9. Fees and Payment for Purchased Services
9.1. User Fees
You agree to pay all fees specified when you purchase a subscription (“Fees”). You will be billed in advance on a recurring basis when purchasing any subscription. Except as otherwise set forth herein, (a) Fees are payable in United States dollars (b) Fees are based on Services purchased and not actual usage, (c) payment obligations are non-cancelable and Fees paid are non-refundable, and (d) the number of Users purchased on a subscription cannot be decreased during the relevant Term. Fees are based on monthly, quarterly or annual periods as determined by the parties that begin on the subscription start date and each anniversary thereafter. Fees for Users added to a subscription in the middle of an applicable period will be prorated and charged to the nearest period-end and going forward for the applicable period remaining in the Term.
At the end of your subscription period, your subscription will automatically renew under these terms of use unless you or we terminate in accordance with this Agreement.
9.2. Invoicing and Payment
All payments for your subscription(s) will be paid via: (a) credit card or debit card, each of which is processed by our third-party payment processor in accordance with our Privacy Policy (https://bectran.com/privacy-policy.html), or (b) another payment method (e.g. check, wire transfer) as mutually agreed upon by the Parties. You authorize us to, as applicable, charge (and for our payment processor to process) or invoice you via your selected payment method for all Services for the Initial Term and any Renewal Term(s). You, and not Bectran, are responsible for paying any unauthorized amounts billed to you by a third party. You agree to pay all Fees and charges incurred in connection with your accessing the Services (including any applicable taxes) at the rates in effect when the charges were incurred. If Bectran does not receive payment from you (or your credit or debit card issuer or its agent, if applicable) when due, you agree to pay all amounts upon demand by Bectran or its agents. If paying by credit or debit card, you will provide Bectran with valid and updated credit card or debit card information, as applicable. You are responsible for maintaining complete and accurate billing and contact information in the Services. Bectran reserves the right to charge and collect interest on any unpaid, past-due Fees equal to the lesser of one and one-half percent (1½ %) per month or the maximum amount permitted by law. Subscriber will reimburse Bectran for all reasonable collection expenses, including reasonable attorneys’ fees and court costs, for delinquent amounts.
9.3. Suspension of Service and Acceleration
If any Fees owed by you for Services are ten (10) or more calendar days overdue based on your selected payment method, Bectran may, without limiting any of its other rights and remedies: (a) accelerate your unpaid Fees obligations under this Agreement so that all payment obligations become immediately due and payable; and/or (b) suspend your and your Users’ access to the Services until such amounts are paid in full.
9.4. Taxes
Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction.
10. Proprietary Rights
10.1. Ownership.
As between the Parties, all rights, title and interest in and to the Services are the property of or licensed by Bectran and are protected by U.S. and international copyright, trademark, patent or other intellectual property rights and laws to the fullest extent possible. As between the Parties, Bectran owns the copyright in the selection, compilation, assembly, arrangement and enhancement of the Services.
10.2. Trademarks.
All registered and common law trademarks, product names and company names or logos referenced in connection with the Services are the property of their respective owners and licensed for use by Bectran. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Bectran but for identification purposes only.
10.3. Ownership of User Data
As between the Parties, you own all right, title and interest in and to all User Data, provided that you grant Bectran the right to access and use the User Data in connection with the provision of the Services under this Agreement. You acknowledge that when you access and use the Services we may use automatic means (e.g., tracking technologies) to collect information about a User’s use of the Services. Users also may be required to provide certain information about themselves as a condition to accessing or using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information with us. All personal information about you that we collect through or in connection with the Services is subject to our Privacy Policy (https://bectran.com/privacy-policy.html). By accessing and using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and applicable law. Each User acknowledges that Bectran shall have the right to de-identify and aggregate User Data it receives through the Services (“Aggregated Data”). Bectran may share such Aggregated Data with affiliates and may use such Aggregated Data for product and service research and development, for product marketing purposes, for customer benchmarking and for other lawful business purposes of Bectran and its affiliates, provided that no User is identified as the source of such Aggregated Data.
10.4. User Suggestions
You hereby grant to Bectran a non-exclusive, royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users, relating to the operation of the Services.
10.5. U.S. Government Restricted Rights
This section applies to all subscriptions to use the Services by or for the federal government. By accepting delivery of the Services, the government hereby agrees that the access and use license to the Services qualifies as a customary commercial license provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under this Agreement, it must negotiate with Bectran to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable agreement. If the access and use license granted under this Agreement fails to meet the government’s minimum needs or is inconsistent in any respect with federal procurement law, the government agrees to cease using the Services.
11. Security; Confidentiality
11.1. Security
During the Term, we will maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the Services and User Data. Except as permitted herein or in our Privacy Policy, we will not: (a) modify any User Data, (b) disclose User Data, except as compelled by Applicable Law in accordance with the below or as expressly permitted in writing by you or (c) access User Data, except to provide the Services or prevent or address Service or technical problems, or at your request in connection with User support matters.
11.2. Confidentiality
In the event a Receiving Party receives any Disclosing Party Confidential Information, the Receiving Party acknowledges and agrees that it will use such Confidential Information solely in connection with the Services and will maintain the confidentiality of such Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by Applicable Law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by Applicable Law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
12. Warranties; Disclaimers; Limitation of Liability
12.1. Bectran Warranties
Bectran represents and warrants that the Services shall perform materially in accordance with the Documentation, including the user guides that may be made available.
12.2. Subscriber Warranties
Subscriber warrants that it has the right to provide all User Data to Bectran in connection with the Services and that the User Data will not infringe upon the personal or proprietary rights of any third-party.
12.3. Mutual Warranties
Each Party represents and warrants that (a) it has the legal power to enter into this Agreement; and (b) it will comply with Applicable Laws in connection with the provision, access and use of the Services.
12.4. Warranty Disclaimer
Except as expressly set forth herein, the Services are provided to Users “AS IS” and with all faults and defects without warranty of any kind. Except as expressly set forth herein, to the maximum extent permitted under Applicable Law, Bectran, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Bectran provides no warranty or undertaking, and makes no representation of any kind that the Services will meet your requirements, achieve any intended results, be compatible or work with any device or other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
12.5 Limitation of Liability
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, BECTRAN’S CUMULATIVE LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE LESSER OF $50,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).
THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
13. Mutual Indemnification
13.1. Indemnification by Us
Bectran will defend and hold you harmless against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of, a Claim Against You; provided that you (a) promptly give Bectran written notice of the Claim Against You; (b) give Bectran sole control of the defense and settlement of the Claim Against You (provided that we may not settle any Claim Against You unless the settlement unconditionally releases you of all liability); and (c) provide to Bectran all reasonable assistance, at our expense. In the event of a Claim Against You, or if we reasonably believe the Services may infringe or misappropriate on the intellectual property rights of a third party, we may in our discretion and at no cost to you (i) modify the Services so that they no longer infringe or misappropriate, without breaching our warranties, (ii) obtain a license for your continued use of the Services in accordance with this Agreement, or (iii) terminate your User subscriptions for such Services upon written notice and refund to you any prepaid Fees covering the remainder of the Terms after the effective date of termination.
13.2. Indemnification by Subscriber
Subscriber will defend Bectran, its Affiliates and their respective officers, directors, employees and agents (“Bectran Indemnitees”) against any claim, demand, suit or proceeding made or brought against a Bectran Indemnitee by a third party alleging that User Data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates Applicable Law (a “Claim Against Bectran”), and shall indemnify each Bectran Indemnitee for any damages, attorney fees and costs finally awarded against such Bectran Indemnitees as a result of, or for any amounts paid by a Bectran Indemnitee under a court-approved settlement of, a Claim Against Bectran; provided that Bectran (a) promptly give you written notice of the Claim Against Bectran; (b) give you sole control of the defense and settlement of the Claim Against Bectran (provided that you may not settle any Claim Against Bectran unless the settlement unconditionally releases Bectran of all liability); and (c) provided to you all reasonable assistance, at your expense.
13.3. Exclusive Remedy
This Section 13 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any claim described herein.
14. Term and Termination
14.1. Free-Trial Term
If you elect to use the Services for a limited free trial period and do not purchase a subscription before the end of that trial period, this Agreement will automatically terminate at the end of the applicable free trial period.
14.2. User Subscriptions Term
User subscriptions purchased commence on the date specified at the time of purchase and continue for the subscription term specified at purchase (the “Initial Term”). Except as otherwise specified at the time of purchase, all User subscriptions shall automatically renew for additional periods equal to the Initial Term or one year (whichever is shorter) (each a “Renewal Term” and collectively with the Initial Term the “Term”), unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the Initial Term or then current Renewal Term. The per-unit pricing during any such Renewal Term shall be the same as that during the Initial Term or immediately prior Renewal Term unless Bectran gives you written notice of a pricing increase at least sixty (60) days before the end of the Term, in which case the pricing increase shall be effective upon renewal and thereafter. You understand your subscription Term will automatically renew and you authorize us (without further notice to you) to charge or invoice you the renewal subscription price (plus applicable taxes).
14.3. Termination for Cause
Subject to Section 14.4 below, either Party may terminate this Agreement for cause: (a) upon 30 days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
14.4. Termination by Bectran
Bectran may terminate this Agreement at any time without notice if it ceases to provide or support the Services, which Bectran may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms in Section 4 herein. Bectran further reserves the right to terminate any Services if Bectran, in its sole discretion, determines such Services are being used by a competitor as set forth above.
14.5. Refund or Payment upon Termination
Upon any termination by you for breach by Bectran, Bectran will refund any prepaid fees covering the remainder of the Term of all subscriptions after the effective date of termination. Upon any termination for cause by Bectran, you shall pay any unpaid Fees covering the remainder of the applicable Term. In no event shall any termination relieve you of the obligation to pay any Fees payable to Bectran for the period prior to the effective date of termination.
14.6. Surviving Provisions
Sections 1, 4, 5, 9, 10, 11.2, 12, 13, 14.5, 15, this Section 14.6 and any section that by its nature should survive shall survive any termination or expiration of this Agreement.
15. Notices, Governing Law
15.1. Notice
Except as otherwise specified in this Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to you shall be addressed to the system administrator designated by you for your relevant User account, and in the case of billing-related notices, to the relevant billing contact designated by you.
15.2. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law. Subject to the dispute resolution and arbitration provisions set forth below, you hereby consent and submit to the person jurisdiction of the state and federal courts located in Schaumburg, Illinois. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
15.3. Dispute Resolution; Arbitration
The Parties will first attempt to resolve any dispute informally. Please send a written notice describing the dispute both electronically to billing@bectran.com and via physical letter to
Bectran, Inc.
1515 E. Woodfield Road,
Suite 600,
Schaumburg, IL 60173.
All disputes arising out of or in connection with this Agreement shall be finally settled by arbitration between the Parties. Any arbitration hereunder shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”). The Parties shall mutually agree on one (1) arbitrator to settle the dispute within ten (10) days of notice by a Party of its desire to arbitrate. If the Parties fail to select an arbitrator within such 10-day period, the arbitrator shall be chosen by the AAA Rules. A reasoned arbitration decision shall be rendered in writing no later than sixty (60) days after the selection of the arbitrator and any such decision shall be final and binding on the Parties. The situs of any arbitration proceedings shall be Schaumburg, Illinois and all hearings shall be held in Schaumburg, Illinois. Each Party shall pay its own costs and expenses (including attorneys’ fees) for such arbitration. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
16. General Provisions
16.1. Export Compliance
Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) you shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.
16.2. Relationship of the Parties
Nothing in this Agreement is intended, nor should be construed, to create a partnership, agency, joint venture or employment relationship between a User and Bectran. It is understood by the Parties that each Party will be treated as an independent contractor with respect to the other Party.
16.3. Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. 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.
16.4. Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (inability to meet financial obligations is expressly excluded from this clause) (a “Force Majeure Event”). Such Force Majeure Events include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, pandemics, epidemics, labor disputes, fire and explosions. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations.
16.5. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
16.6. Assignment
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Bectran (not to be unreasonably withheld). Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
16.7. Entire Agreement
This Agreement, including the Documentation and any addendum referenced hereto constitute the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions of this Agreement and the Documentation or addendum, the terms of the Documentation or addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or other order documentation provided by you shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
Bectran Inc.
1515 E Woodfield Road,
Suite 600 Schaumburg, IL 60173
(888) 791-6620
info@bectran.com