Avi Networks End User License Agreement (EULA)
AVI NETWORKS, INC.
END USER LICENSE AGREEMENT
IMPORTANT — READ CAREFULLY:
THIS END USER LICENSE AGREEMENT IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN THE PERSON OR ENTITY ACCESSING THE LICENSED PRODUCTS (“CUSTOMER”), AND AVI NETWORKS, INC. (“AVI NETWORKS”) WITH RESPECT TO THE USE OF THE LICENSED PRODUCTS. BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE ACCESSING THE LICENSED PRODUCTS CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IN THE EVENT THERE IS A CONFLICT BETWEEN THIS AGREEMENT AND ANY TERMS AND CONDITIONS SET FORTH ON ANY ORDER FORM OR PURCHASE ORDER BETWEEN CUSTOMER AND AVI NETWORKS, TERMS OF THIS AGREEMENT SHALL PREVAIL.
1. DEFINITIONS. As used in this Agreement:
1.1 “Documentation” means the end user manuals made available by Avi Networks for use with the Licensed Products.
1.2 “Effective Date” means the earlier of the date that (a) Avi Networks has made both the Licensed Products and the License Key available to Customer; or (b) Customer uses or downloads the Licensed Products.
1.3 “Evaluation License” means (a) a license granted to Customer for Customer’s internal evaluation purposes for thirty (30) days, unless otherwise extended or terminated by Avi Networks in its sole discretion.
1.4 “Intellectual Property Rights” means all copyrights, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights, but specifically excluding any trademarks or service marks.
1.5 “License Key” means a data token provided by Avi Networks, to be associated with an instance of the Licensed Products, which enables the use of the License Products during the License Term and within the scope of use specified in the Order Form.
1.6 “License Term” means the period of time for which Customer is licensed to use the Licensed Products, for commercial licenses as set forth in an Order Form, and for Noncommercial Licenses, as set forth in Section 1.3.
1.7 “Licensed Products” means the software program or programs described in the Order Form, in machine-readable executable form only, together with the associated Documentation, and any modified, updated, or enhanced versions of each of the foregoing that Avi Networks may provide to Customer pursuant to this Agreement.
1.8 “Order Form” means each written ordering document between the parties, which has been accepted in writing by Avi Networks and sets forth the Licensed Products being licensed, the permitted scope of use of the Licensed Products, the License Term, and the Subscription Fees payable by Customer for the use of the Licensed Products during the License Term, all subject to the terms and conditions of this Agreement.
1.9 “Subscription Fees” means the applicable fees paid by Customer for the right to use the Licensed Products and receive technical support during the applicable License Term, subject to all of the terms and conditions of this Agreement.
2. LICENSE GRANT.
2.1 General. Subject to the terms and conditions of this Agreement (including Customer’s obligation to pay the Subscription Fees), Avi Networks grants to Customer a non-exclusive, non-transferable (except as set forth in Section 11.4 below) subscription license, without the right to sublicense, to use the Licensed Products solely for Customer’s internal business purposes during the License Term, and in accordance with the Documentation and the limitations set forth in the Order Form. Customer may make active copies of the Licensed Products as specified in the Order Form, or may make inactive copies of the Licensed Products for backup, testing, disaster recovery or archival purposes only, and may make a reasonable number of copies of the Documentation for internal use only, provided Customer also reproduces on any such copies all copyright, trademark or other proprietary markings and notices contained in the Licensed Products and does not remove any such marks from the original.
2.2 Evaluation Licenses. The following additional terms apply to Evaluation Licenses: (a) Avi Networks is not obligated to provide any maintenance, updates or technical support for the Licensed Products; (b) THE LICENSED PRODUCTS AND DOCUMENTATION ARE PROVIDED “AS IS” BY AVI NETWORKS AND ITS SUPPLIERS WITHOUT WARRANTY OF ANY KIND AND USE OF THE LICENSED PRODUCTS IS AT CUSTOMER’S SOLE RISK; (c) AVI NETWORKS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS AND DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE ARISING; (d) in no event will Avi Networks’ liability to Customer, whether in contract, tort, or otherwise, exceed One Hundred U.S. Dollars ($100); and (e) Customer’s right to use the Licensed Products under the Evaluation License shall terminate automatically at the end of the License Term, whereupon, Customer must either immediately cease all use of the Licensed Products, or purchase a commercial license, which shall be subject to the payment of Avi Networks’ then-current fees and Customer’s compliance with the remaining terms and conditions of this Agreement.
2.3 Restrictions. The Licensed Products, and all worldwide Intellectual Property Rights therein, are the exclusive property of Avi Networks and its suppliers. Customer agrees not to: (a) modify, adapt, alter, translate, or create derivative works from the Licensed Products; (b) merge the Licensed Products with other software; (c) sublicense, lease, rent, loan, or otherwise transfer the Licensed Products to any third party, (d) use the Licensed Products in any service bureau or time-sharing arrangement, (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Products; or (f) otherwise use or copy the Licensed Products except as expressly allowed under Section 2.1 and Section 2.2, as applicable. All rights in and to the Licensed Products not expressly granted to Customer in this Agreement are reserved by Avi Networks and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of Avi Networks or its suppliers on the Licensed Products or the Documentation. Customer acknowledges that the Licensed Products constitute valuable trade secrets of Avi Networks and its suppliers. Customer acknowledges that the permitted use of the Licensed Products is limited by the License Key, and Customer will not attempt to circumvent such limitation, nor to generate or alter any License Key.
3. DELIVERY, INSTALLATION, ACCEPTANCE, AND SUPPORT.
3.1 Delivery, Installation and Acceptance. The license granted hereunder is subject to Avi Networks’ acceptance of the applicable Order Form. The pre-printed terms or general terms and conditions on Customer’s documents, including any Purchase Order, Order Documentation form, contractual document or other similar correspondence will have no effect and be deemed null and void. Avi Networks will deliver the ordered Licensed Products and the associated License Key to Customer upon Avi’s acceptance of the applicable Order Form(s). The Licensed Products and License Key will be delivered electronically. Customer will be responsible for installing the Licensed Products as permitted under this Agreement. The Licensed Products will be deemed irrevocably accepted upon delivery of the License Key.
3.2 Maintenance and Support. Subject to and conditioned upon Customer’s payment of the Subscription Fees described in the Order Form, Avi Networks or a qualified reseller will provide the maintenance and support services for the Licensed Products at the level for which Customer has contracted with Avi Networks, pursuant to Avi Networks’ then-current support terms and conditions, as further described at avinetworks.com/docs. (“Technical Support Terms”). Avi Networks may add to, change or remove any part, term or condition of the Technical Support Terms at any time without prior notice to Customer, provided that any such changes will not materially degrade the level of technical support services for which Customer has contracted. As part of the technical support, Customer may be required to enable a feature in the Licensed Products that will allow the Licensed Products to transmit data and information to Avi Networks regarding Licensed Products bugs, errors, and other similar technical support issues. Avi Networks will only use such data and information for the purposes of providing the technical support services and, in a form not identifiable to Customer, for the purposes of improving the Licensed Products. If Customer elects to disable the Licensed Products’ ability to transmit information to Avi Networks, Avi Networks will not be responsible for any related delays in providing the technical support services.
4. SUBSCRIPTION FEES AND PAYMENT.
4.1 Payment. Customer will pay the Subscription Fees in accordance with the payment schedule set forth in the Order Form. Unless otherwise stated in the Order Form, Avi Networks reserves the right to increase Subscription Fees for any renewal term upon not fewer than thirty (30) days prior written notice. All payments must be made in U.S. dollars. Any portion of the Subscription Fees that is not paid when due will accrue interest from the due date until paid, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer agrees to pay any attorney or collection agency fees in the event an attorney or collection agency is retained to collect monies past due hereunder (whether or not litigation is instituted) as well as any and all court costs.
4.2 Taxes. The Subscription Fees exclude all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for payment of all such taxes (other than taxes based on Avi Networks’ income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Subscription Fees or the delivery or license of the Licensed Products to Customer. Customer will make all payments of the Subscription Fees to Avi Networks free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of the Subscription Fees to Avi Networks will be Customer’s sole responsibility, and Customer will provide Avi Networks with official receipts issued by the appropriate taxing authority, or such other evidence as the Avi Networks may reasonably request, to establish that such taxes have been paid.
4.3 Audit. Customer shall maintain records regarding the use of the Licensed Products and shall make such information available to Avi Networks upon request. Upon reasonable request, Avi Networks shall have the right to audit Customer’s use of the Licensed Products to verify compliance with the terms of this Agreement, and Customer will promptly pay over any underpayment discovered in the course of such audit, based on Avi Networks’ then-current price list, plus interest calculated as set forth above.
5.1 Performance. For a period of thirty (30) days after the initial delivery of the Licensed Products to Customer (the “Software Warranty Period”), Avi Networks warrants that the Licensed Products, when used as permitted under this Agreement and in accordance with the instructions in the Documentation (including use on a computer hardware and operating system platform supported by Avi Networks), will operate substantially as described in the Documentation. Avi Networks shall have no responsibility to replace the Licensed Products if the failure of media results from accident, abuse or misuse of the media.
5.2 AVI NETWORKS AND ITS SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE EXPRESS WARRANTY IN 5.1, THE SOFTWARE IS PROVIDED TO LICENSEE WITH NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIEVED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY AVI NETWORKS, ITS SUPPLIERS, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES.
The Software in source code form remains a confidential trade secret of Avi Networks and/or its suppliers. The Software is protected by copyright and other intellectual property laws of the United States and international treaties. Customer acknowledges that, in the course of using the Software, Customer may obtain or learn information relating to the Software, which may include, without limitation, information relating to the performance, reliability or stability of the Software, operation of the Software, know-how, techniques, processes, ideas, algorithms, and software design and architecture (“Intellectual Property Rights”). As between the parties, such Intellectual Property Rights shall belong solely to Avi Networks. During and after the term of this Agreement, Customer shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement) or disclose, Intellectual Property Rights to any third party.
7. INFRINGEMENT CLAIMS.
7.1 Avi Networks will defend Customer against any claim brought by a third party to the extent that the action is based upon a claim that the Licensed Products directly infringe such third party’s copyrights, U.S. patents or trade secrets. Avi Networks will pay those costs and damages directly arising from the claim and for a settlement amount or amount due that is finally awarded by a court of competent jurisdiction for such claim (collectively, “Damages,” which will be deemed direct damages for purposes of this Agreement); PROVIDED, however, that: (i) Customer has promptly notified Avi Networks in writing of the claim; (ii) Customer has provided reasonably requested information and assistance to Avi Networks; and (iii) Customer has given Avi Networks sole control of the defense and settlement negotiations thereof.
7.2 Avi Networks will have no liability for IP Claims that result from: (i) unauthorized modification or use of the Products when the Damages would not have occurred but for such modification or use; (ii) combination, operation, or use of the Products with any products not provided by Avi Networks when the Damages would not have occurred but for such combination, operation or use; (iii) services offered by Customer or revenue earned by Customer for such services; (iv) Avi Network’s compliance with or use of Customer’s designs, specifications, instructions or technical information when the Damages would not have occurred but for such compliance or use; or (v) Customer’s failure to install an upgrade or new version available from Avi Networks or failure to make a change or modification requested by Avi Networks when the Damages would not have occurred but for such failure. This Section 7 does not apply to Evaluation Licenses, for which no indemnification shall be provided by Avi Networks.
THIS SECTION 7 STATES AVI NETWORKS’ ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
8. INDEMNIFICATION BY CUSTOMER.
Customer agrees to defend, indemnify and hold Avi Networks and its affiliates and licensors harmless from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by a third party against Avi Networks arising out of or relating to: (a) any cause excluded from Avi Networks’ indemnification obligations under Section 7 above, or (b) other than claims subject to indemnification by Avi Networks under Section 7 above, an allegation that such third party has suffered injury, damage or loss resulting from any failure of or defect in the Licensed Products.
9. LIMITATION OF LIABILITY.
IN NO EVENT WILL AVI NETWORKS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT EVEN IF AVI NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVI NETWORKS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED PRODUCTS, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID TO AVI NETWORKS HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. AVI NETWORKS DISCLAIMS ALL LIABILITY FOR ANY CLAIMS, OF ANY KIND, OF AVI NETWORKS’ SUPPLIERS.
10. TERM AND TERMINATION.
10.1 Term. The initial term of this Agreement will begin on the Effective Date and continue for a period of one (1) year or such other License Term as is set forth in the Order Form (or for Evaluation Licenses, as set forth in Section 1.3). Thereafter, and subject to applicable Subscription Fees, this Agreement will automatically renew for subsequent one (1) year terms (each a “renewal term”) unless either party gives the other at least thirty (30) days’ notice in advance of the next renewal term of its intent not to renew the Agreement; provided that Evaluation Licenses shall not automatically renew.
10.2 Termination. Avi Networks may terminate this Agreement, effective immediately upon written notice to Customer, for any reason for convenience. Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof from the other party. Avi Networks may terminate this Agreement as applicable to any Evaluation License for convenience immediately upon written notice to Customer.
10.3 Effects of Termination. Upon termination or expiration of this Agreement for any reason, any amounts owed to Avi Networks under this Agreement before such termination or expiration will be immediately due and payable. All license rights granted by Avi Networks in this Agreement will immediately terminate, and Customer must promptly discontinue all use of the Licensed Products, erase all copies of the Licensed Products from Customer’s computers, and return to Avi Networks or destroy all copies of the Licensed Products and Documentation on tangible media in Customer’s possession or control and certify in writing to Avi Networks that it has fully complied with these requirements.
10.4 Survival. Sections 1 (“Definitions”), 2.3 (“Restrictions”), 6 (“Confidentiality”), 7 (“Infringement Claims”), 8 (“Indemnification by Customer”), 9 (“Limitation of Liability”), 10.3 (“Effects of Termination”), 10.4 (“Survival”), and 11 (“General”) will survive expiration or termination of this Agreement for any reason.
11.1 Third Party Software. The Licensed Products may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are contained in the electronic documentation for the Licensed Products, and Customer’s use of such materials is governed by their respective terms. The Licensed Products contain or are distributed with certain open source software components, each of which has its own copyright notice requirements and own applicable license conditions. These components are subject to the terms of third party open source licenses, not the terms of this Agreement. A list of these components and the licenses that cover them can be found in the current release notes for the Licensed Products on Avi Networks’ website, at avinetworks.com/docs. If any such license requires Avi Networks to deliver the source code for such component to Licensee, Avi Networks shall do so upon request, and may charge a nominal processing fee.
11.2 Compliance with Laws. Customer acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Licensed Products. Customer agrees that it will not export or re-export the Licensed Products in any form in violation of the export or import laws of the United States or any foreign jurisdiction.
11.3 Export Control. Customer represents and warrants that it shall comply with all laws and regulations applicable to Customer with respect to the license and use of the Software. Customer further acknowledges and agrees that the Software licensed under this Agreement may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder. Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, Customer covenants that it shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Software or technology (including products derived from or based on such technology) received from Avi Networks under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. These prohibitions include, but are not limited to the following: (i) the Software cannot be exported or re-exported to any countries embargoes by the United States (currently including Cuba, Iran, North Korea, Sudan or Syria) which includes nationals of these countries employed by Customer; (ii) the Software cannot be exported or re-exported for military use in country group ‘b’ prior to valid ‘export license’ or valid ‘license exception’; (iii) engineers cannot have access to Avi Networks’ proprietary encryption source code; and (iv) the Software cannot be used for any prohibited end uses including any ‘nuclear, biological or chemical weapon related activities’. Customer agrees to notify Avi Networks of any suspicious activities by any employee related to the Software. Customer agrees to indemnify, to the fullest extent permitted by law, Avi Networks from and against any fines or penalties that may arise as a result of Customer’s breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.
11.4 Anticorruption Laws. Customer acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act of 2010 (“UKBA”) and agrees to comply with its terms as well as any provisions of local law or Avi Networks’ corporate policies and procedures related thereto. Customer further understands the provisions relating to the FCPA and UKBA’s prohibitions regarding the payment or giving of anything of value, including but not limited to payments, gifts, travel, entertainment and meals, either directly or indirectly, to an official of a foreign government or political party for the purpose of influencing an act or decision in his or her official capacity or inducing the official to use his or her party’s influence with that government, to obtain or retain business involving the Software. Customer agrees to not violate or knowingly let anyone violate the FCPA or UKBA, and Customer agrees that no payment it makes will constitute a bribe, influence payment, kickback, rebate, or other payment that violates the FCPA, the UKBA, or any other applicable anticorruption or anti-bribery law.
11.5 Assignment. Neither party may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Licensed Products) to any third party without the other party’s prior written consent, except pursuant to a transfer of all or substantially all of such party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void.
11.6 Party Status. The parties are independent contractors. No agency or similar relationship shall be created by this Agreement. Neither party will have any authority to make or alter any obligation on behalf of the other. There are no third party beneficiaries to this Agreement. Each party will be responsible for the acts and omissions of its employees, independent contractors, agents and subcontractors.
11.7 Publicity. Customer hereby agrees that Avi Networks shall have the right during the Term to include Customer’s name and logo as a customer who uses the Licensed Products on Avi Networks’ website and in other marketing materials promoting the Licensed Products.
11.8 Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies: The Licensed Products and Documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 2.101 and 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7201 through 227.7202-4.
11.9 Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by email, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth beneath such party’s signature, and will be effective upon receipt (evidenced in the case of email or fax by a non-automated response from a natural person) or refusal of delivery, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.
11.10 Governing Law and Venue. This Agreement will be governed by the laws of the State of California without regard to its conflicts of law principles. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in Santa Clara County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
11.11 Remedies. Customer acknowledges that the Licensed Products contain valuable trade secrets and proprietary information of Avi Networks, that any actual or threatened breach of Section 2 will constitute immediate, irreparable harm to Avi Networks for which monetary damages would be an inadequate remedy, and that, without limiting any other remedies hereunder, in such a case Avi Networks will be entitled to equitable and injunctive relief in addition to all other remedies provided by this Agreement or available at law. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
11.12 Severability; Waivers. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers must be in writing. 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.
11.13 Force Majeure. Except for the obligation to pay any amounts hereunder when due, any delay in or failure of performance by either party under this Agreement will be excused to the extent caused by any occurrence beyond the reasonable control of such party.
11.14 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.