All Sales made by Advanced Network Systems (“Service Provider”) to its customer (“Client”) are subject to these Terms and Conditions. Client's acceptance of these Terms and Conditions will be made by either 1) Client providing a purchase order or comparable purchase authorization to Advanced Network Systems, or 2) Client's acceptance of any Product or Service from Advanced Network Systems, whichever occurs first. These Terms and Conditions will apply to Sales of all Products and Services provided by Advanced Network Systems.
Client represents and warrants that it has full power and authority to enter into, and to fully perform the conditions and covenants contained in this Agreement, and that its execution and performance will not constitute a default under or breach of any of the Terms of any Agreement to which it is a party or under which it is bound. Client represents that no consents or approvals of any third party are required for its execution, delivery and performance, that any consent or approval of any third party, which is required for its execution, delivery and performance has been obtained. The representative executing this Agreement, on behalf of Client personally represents and warrants to the Service Provider, that the Terms and Conditions contained herein have been approved by the managing authority of such Party, if necessary, and that he or she has the proper authority and power to execute this Agreement on behalf of Client.
Service Provider will furnish Client a pricing estimate in the form of a Sales Quotation for all goods and Services to be delivered to Client. Sales quotations will be valid for a maximum of thirty (30) days from the date of issuance. Unless specifically included, quotations do not include any taxes, handling, shipping, transportation, duties or other charges or fees.
Prior to order placement, Client must establish an Advanced Network Systems account and Client's account must be current and in good standing. Client must submit a valid, corresponding purchase order or substitute Purchase Order (furnished on Service Provider’s Sales Quotation) before an order will be processed. A Purchase Order submitted by the Client constitutes an offer by Client to Service Provider to purchase goods and Services which is subject to Service Provider’s subsequent acceptance. Service Provider’s acceptance of Client’s order occurs at the time of shipment; an order acknowledgement does not constitute a formal acceptance of the Client’s order. The Service Provider may decline any order submitted by Client for any reason.
Client is responsible for all applicable fees and all Federal, State, municipal, and other government taxes (such as Sales, use, etc.) or tariffs associated with its purchase. Exemption certificates, valid in the place of delivery, must be presented to Service Provider prior to shipment if they are to be honored.
Credit Terms may be offered to Client by Service Provider, at its sole discretion, contingent upon Service Provider's approval of Client's completed Credit Application containing financial information. Client agrees that information provided in its Credit Application may be required to be periodically updated in order to ensure its accuracy and continue its Credit limit. Service Provider has the right to decline to extend Credit Terms to Client, change Credit limits, or to require that the applicable purchase price for goods and Services be paid prior to delivery to Client. Client agrees that it will promptly notify Service Provider of any significant change in its financial condition. Unless otherwise stated in writing by Service Provider, Credit Terms are Net30 days. Prepayment or an approved Letter of Credit from a bona fide financial institution is required for orders placed without approved Credit and for any shipment destined outside the continental United States.
Client will provide Service Provider with: (a) all information and help, as reasonably required by the Service Provider, including its own appropriately qualified staff, to assist the Service Provider with the performance of the Services and (b) full and unfettered access including remote access to computer facilities, office facilities or other facilities either on or off Client's premise that are required for Service Provider's performance of the Services. Client also undertakes that any computer hardware or software that the Service Provider is asked to use or modify for the purpose of the Services is either the legal property of Client or is legally utilized under a valid licensing agreement by Client and, unless otherwise prohibited by law, indemnifies Service Provider from any costs or damage associated with alleged violation of third party proprietary rights or licenses. Client agrees that it is Client's responsibility to ensure the proper maintenance of its network systems and Products in accordance with the Manufacturer’s standards. Client also agrees that it is Client’s sole responsibility for timely and proper updates/patches and maintenance of its software products including but not limited to operating systems, anti‐virus and other data security Products in conjunction with the Manufacturer’s release of such updates/patches. Service Provider will not be responsible for any loss, breach, alteration or corruption of Client data or other information. Client agrees that it is Client’s sole responsibility to have its own current and working backup of all its software applications, data and other information. Client will also ensure that such backup is in place, available and in fully-functional working order, prior to the Service Provider's initiation of work, in a format that can be utilized by Service Provider in its efforts to restore such data, information or applications, if required.
Service Provider in conjunction with its personnel, subcontractors and advisors, will determine the best method, details, and means of performing any work to be carried out for Client.
When furnishing sales quotations, Service Provider may utilize, one of two different standard labor rates. A loaded labor rate is inclusive of all service engineer and ancillary support services associated with providing each billable hour of labor. A non-loaded labor rate is inclusive only of the service engineer’s time for providing each billable hour of labor. A non-loaded labor rate will incorporate, at the time of customer billing, any additional ancillary support time required to complete each project or support incident. These ancillary services include, but are not limited to, opening and documentation of service tickets, providing ongoing status updates of service tickets, management of tickets and issues, closing tickets and documenting results, follow up and invoicing of services provided. The non-loaded labor rate support adjustment is 16%. Service Provider reserves the right, from time to time, to adjust the additional corresponding support time associated with the non-loaded labor rate, and update the adjustment within these terms and conditions of sale.
To the extent that Service Provider's personnel may perform work at Client's premises, both Client and Service Provider will maintain their own comprehensive general liability insurance with limits of at least $1 million combined single limit for personal injury and property damage for each occurrence. Service Provider and Client will also maintain their own automobile liability coverage as well as Worker's Compensation coverage meeting all requirements of all applicable laws.
During the course of providing Products or Services to Client, Service Provider may request and/or may learn from Client or their representatives, information of a confidential nature. The confidential, proprietary and trade secret information of the Client includes information in tangible form that bears a “confidential,” “proprietary,” or similar legend, and discussions relating to that information. Service Provider agrees to utilize information identified as confidential, solely for the intended purpose of performing Services for Client and not to disclose any such Confidential Information to any third party without the prior written consent of the Client. Service Provider will limit the disclosure of Confidential Information to only those of its representatives including employees, officers, sub-contractors or agents, whose participation is necessary to achieve the intended purpose and only under circumstances where the confidential information will be used only for the intended purpose and will not be disclosed without the prior consent of the Client. Service Provider will not be liable for the disclosure of any Confidential Information which is rightfully in the public domain other than by a breach of a duty to the disclosing party; rightfully received from a third party without any obligation of confidentiality; rightfully known to the Service Provider without any limitation on use or disclosure prior to its receipt from Client; independently developed by employees of the Service Provider; generally made available to third parties by the Client without restriction on disclosure, or disclosure which is imposed/required by State or Federal Law.
Service Provider will not be held responsible, or in breach of, contract for any failure or delay in fulfilling its obligations under this Agreement if such failure or delay is caused by circumstances beyond the reasonable control of Service Provider, its suppliers or contractors or circumstances which occur without fault or negligence on the part of Service Provider, its suppliers or contractors. This includes, but is not limited to: 1) acts of God and nature such as hurricanes, lightning strikes, floods, fire, disease and other severely unfavorable conditions, 2) performance failures attributable to third-party providers including materials shortages, disruptions in Service from telephone and Internet Service Providers, power failures, strikes or labor actions by employees of a supplier or common carrier, 3) wars, riots or other major upheavals, 4) damage or destruction of any network facilities, servers and other required equipment or designated work areas, 5) government restrictions 6) Client's failure to furnish information, access or other resources identified as required by Service Provider or 7) other delays, action, or failure to act by Client which are out of the control of the Service Provider.
Unless otherwise prohibited by law, Client will indemnify, defend and hold harmless Service Provider, its officers, directors, employees, agents, successors and assigns, from and against any and all losses and threatened losses arising out of or resulting from any claim, demand, charge, action, cause of action or other proceeding asserted by any third party including, but not limited to infringement of intellectual property, injury including death, to any person or loss of, or damage to, any property or person which may arise from or be a consequence of, any action (active or passive), inaction, or omission by the Client, its officers, agents, or employees.
A) IN NO EVENT SHALL SERVICE PROVIDER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE OR OBLIGATED TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE, INCLUDING LOSS ARISING FROM THE UNLAWFUL BREACH OR UNAUTHORIZED USE OR REMOVAL OF CLIENT’S COMPUTER/COMMUNICATION RESOURCES OR CLIENT’S DATA OR E‐BUSINESS ACTIVITIES, DENIAL OF SERVICE ATTACKS OR OTHER DISRUPTIONS OF BUSINESS ACTIVITIES, AS WELL AS ANY UNAUTHORIZED E‐COMMERCE TRANSACTIONS.], OR FOR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
B) MOREOVER, IN NO EVENT SHALL SERVICE PROVIDER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE UNDER THIS AGREEMENT TO THE CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY AMOUNT, INCLUDING DIRECT DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE SERVICE PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS SUCH DAMAGES ARISE SOLELY FROM: (i) BREACH OR NON-FULFILLMENT OF ANY PROVISION OF THIS AGREEMENT BY SERVICE PROVIDER OR SERVICE PROVIDER’S PERSONNEL; (ii) ANY NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF SERVICE PROVIDER OR ITS PERSONNEL (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (iii) ANY BODILY INJURY, DEATH OF ANY PERSON OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF SERVICE PROVIDER OR ITS PERSONNEL (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT); OR (iv) ANY FAILURE BY SERVICE PROVIDER OR ITS PERSONNEL TO COMPLY WITH ANY APPLICABLE FEDERAL, STATE OR LOCAL LAWS, REGULATIONS OR CODES IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING LIABILITY, IF ANY, SHALL BE SUBJECT TO THE APPLICABLE CAP SET FORTH IN “C.” BELOW.
C) IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED:
• FOR A PROJECT‐BASED ENGAGEMENT—TWO (2) TIMES THE AGGREGATE AMOUNT PAID OR PAYABLE TO SERVICE PROVIDER [PURSUANT TO THIS AGREEMENT/PURSUANT TO THE APPLICABLE ORDER CONFIRMATION] FOR THE SERVICES GIVING RISE TO THE CLAIM, OR THE AMOUNT OF ANY APPLICABLE INSURANCE COVERAGE, WHICHEVER IS LESS.
• FOR A MANAGED SERVICES‐BASED ENGAGEMENT—THE AGGREGATE AMOUNT PAID OR PAYABLE TO SERVICE PROVIDER [PURSUANT TO THIS AGREEMENT/PURSUANT TO THE APPLICABLE ORDER CONFIRMATION] IN THE 3‐MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR THE AMOUNT OF ANY APPLICABLE INSURANCE COVERAGE, WHICHEVER IS LESS.
D) THE LIMITATION OF LIABILITY SET FORTH IN SECTION C ABOVE SHALL NOT APPLY TO LIABILITY RESULTING FROM DAMAGES WHICH ARE DETERMINED TO HAVE ARISEN SOLELY FROM SERVICE PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
1) Service Provider represents and warrants to Client that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar Services and shall devote adequate resources to meet its obligations under this Agreement. Service Provider does not guarantee any specific results under this Agreement but merely agrees to use reasonable diligence in attempting to accomplish the stated objectives defined for each project. Neither Service Provider nor its third-party vendors/subcontractors warrant that all failures or problems can be remedied, that Client’s systems will never be affected by malicious software, nor that there will never be any breach of the security of Client’s computer network. Service Provider does not guarantee that it will be able to replace any of Client information or data that may be lost, damaged or stolen, nor does it guarantee continuous, uninterrupted, malware-free or secure Services.
2) The Service Provider shall not be liable for a breach of the warranty set forth in Section 1 above unless Client gives written notice of the defective Services, reasonably described, to Service Provider within 3 business days of the time when Client discovers, or ought to have discovered, that the Services were defective.
3) Subject to Section 2 above, Service Provider shall, in its sole discretion, either:
4) THE REMEDIES SET FORTH IN SECTION 3 ABOVE SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 1 ABOVE.
Disclaimer of Warranties
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 1 ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY: WARRANTY OF MERCHANTABILITY; OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTY OF TITLE; OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Product warranties are provided by the Manufacturer or Publisher of the Products. SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY AND ALL WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR RELIABILITY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. To the extent authorized, Service Provider will pass through to Client any warranties and indemnities for intellectual property infringement. Service Providers sole obligation, and Client's sole remedy in the event of breach of any warranty by a Manufacturer, will be limited to Service Provider reasonably assisting Client in its efforts to have the Manufacturer or Publisher either: replace the Product; repair the Product; or refund Client’s purchase price for the Product.
Client’s orders are offers to purchase Products and Services subject to these Sales Terms. Service Provider’s acceptance of Client’s order is limited to these Sales Terms and Conditions, in their entirety, without any modification, or exception. Client agrees that its submission of its purchase order, or a substitute purchase order, constitutes its acceptance of these Terms and Conditions of Sale which Client must review and accept prior to purchase order submission. No additional Terms, provisions or conditions of any purchase order or other instrument covering goods or Services provided, nor any other form of authorization used or issued by Client, will have any effect on the rights, duties, or obligations of Service Provider hereunder or otherwise modify this Agreement, regardless of any failure of Service Provider to object to such Terms, provisions or conditions.
Cancellation of orders by Client may be subject to a re-stocking charge of 25% of the total order amount.
Delivery will be made in accordance with Service Provider's shipping policy in effect on the date of shipment. Product title and risk of loss will transfer to Client upon Service Provider’s tendering the Product for delivery to the carrier (F.O.B. Origin). Unless otherwise specified by Client in writing, all orders will ship via Service Provider's preferred carrier. Buyer will pay for any charged associated with special routing, packing, handling or insurance requested by Client and agreed to by Service Provider. If Client requests special shipping or handling, including expedited shipment, or third-party billing, Client will be responsible filing claims with the carrier and all freight and handling costs. Service Provider will not be liable for any delays in shipment or delivery beyond the reasonable control of Service Provider, or their suppliers, including but not limited to, those caused by Product unavailability or shortages or transportation failures.
Client agrees that the receipt of Product shipment (or electronic delivery) constitutes Client acceptance. When installation Services are provided by Service Provider in conjunction with Products purchased, acceptance of Products and Services is deemed to have taken place upon the Client’s first day of beneficial use.
Client agrees that it will not export, re-export, or otherwise distribute Products, or direct Products thereof, in violation of any export control laws or regulations of the United States of America.
Products found to be defective out of the box or “Dead on Arrival,” may be returned for replacement. In this case, Client must obtain a Return Materials Authorization (RMA) Service Order Number within seven (7) days of receipt of defective Product and follow the procedures outlined below for merchandise returns.
Client will promptly notify Service Provider, and in no event later than five (5) business days after delivery, of any packages received having either visible packaging damage or have damaged contents upon receipt and opening. Such notice will be in writing and will be reasonably detailed (including supporting photographs) in explaining any damages. Failure to provide any such notice within such time will be deemed an acceptance in full of any such delivery.
In the case of Products purchased by Client from Service Provider where failure is covered by the Manufacturer's warranty during the warranty period, Service Provider will provide a system for Product returns and/or replacements. Restrictions apply to all Software Products whose license and content have been downloaded and installed, or where Product seals have been broken. A no return policy is effective for all non-defective software items. All returns require an RMA validly issued by Service Provider's Technical Assistance Center (TAC). No Products will be given an RMA without approval from Service Provider's TAC. Only Clients with pre-issued RMAs will be Serviced. RMA-related Service Order Numbers issued to Client will be null and void if defective merchandise is not received within fifteen (15) days of the issuance of an RMA.
Products must be returned to Service Provider in their original container, along with all packing materials, and freight pre-paid. All parts must be returned (e.g., cables, software, manuals, etc.). Any parts not returned will be billed at the cost to replace them. An original invoice with the item for return and its serial number must be included. The RMA Service Order Number(s) issued to Client by Service Provider should be clearly marked on the shipping label for each carton returned. Cartons with shipping labels with missing or unclear RMA Service Order Numbers are subject to refusal. Service Provider reserves the right to return any Product un-repaired and without notification should the Client return Product without original parts installed by the Manufacturer. Returns which do not comply with the above-mentioned requirements will delay RMA processing and may be subject to an additional Service charge.
Replacement or repair will be made as soon as reasonably practical after returned merchandise is received and processed. Unless otherwise specified in writing outside this Agreement (e.g. Client holds a current Maintenance Contract), all Product replacements are subject to stock availability, but are generally handled within 72 hours. All replacement shipments of merchandise returned to the Client will be via UPS Ground Delivery Service, unless otherwise instructed. Client is responsible for any difference in freight charges between Service Provider's standard delivery method and an alternative shipping method chosen/requested by the Client.
Any alterations (including but not limited to scratches, labels, indelible marks and/or other defacements), modifications, additions, improvements or attachments to Product(s) not authorized in writing by Service Provider, will be undertaken solely at the Client's own risk and expense. If operation of the Product(s) is affected in any way by alterations, additions, improvements, attachments or by installation or other Services performed by a party or parties other than Service Provider, any Product Warranty or Service Guarantee will be deemed waived by the Client, and Service Provider will have no further obligation to the Client.
Service Provider will invoice Client for Products sold upon Product shipment or upon Product delivery to Client and all invoices will be due and payable according to Purchaser’s current payment Terms at the time of invoice. Service Provider will invoice Client for Services rendered upon their completion and all invoices will be due and payable according to Purchaser’s current payment Terms at the time of invoice. For Clients issued Net30 Credit Terms, payments not received within 30 days after the date of invoice will be subject to a late penalty of 1.5% of the invoice per month, or the maximum rate allowed by law from the date of invoice, until paid in full. For Clients who pay by credit card, Service Provider retains the right to charge a credit card handling fee equal to 2.5% of total purchase price for orders equal to or greater than five-thousand dollars ($5,000). Client will not deduct any amounts owing from any Service Provider invoice without Service Provider's express written approval; with such approval contingent upon Client providing all supporting documentation for such deduction as required by Service Provider. Claims for adjustments in amounts due must be presented to Service Provider in writing, within five (5) business days from the date of invoice. A $50.00 Service charge will be issued to Client for each returned check submitted to Service Provider.
In the event that Client has failed to pay Service Provider any amounts when due and payable, in addition to other remedies, Services Provider reserves the right to suspend performance of any Services until Client account is brought current. If Service Provider contracts with a collection agency to collect overdue invoices from Client under this Agreement, Client will be responsible for and agrees to pay all associated collection costs.
Client will promptly notify Service Provider, and in no event later than five (5) business days after delivery of any claimed shortage, any refusal to accept delivery, or any other discrepancies associated with goods or Services. Such notice will be in writing and will be reasonably detailed in explaining any discrepancies or grounds for any such rejection. Failure to provide any such notice within such time will be deemed an acceptance in full of any such delivery.
Service Provider and Client desire that any dispute between them concerning the interpretation or enforcement of this Agreement be settled in a reasonable, fair and timely manner without outside intervention. Therefore, prior to beginning any arbitration or litigation proceeding to resolve any such dispute, there must be one meeting between the parties, or their representatives, at which a good faith attempt is made to resolve the dispute. Furthermore, each party will, if requested by another party, attend at least one mediation session for the purpose of exploring, in good faith, mediation of the dispute.
Any controversies arising out of or relating to this Agreement or the interpretation, performance or breach thereof will be settled by binding arbitration in Albemarle County, Virginia. Judgment upon any award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction. The Commonwealth of Virginia law will govern the construction, validity and interpretation of this Agreement and the performance of its obligations.
In any action involving the enforcement or interpretation of this Agreement, the prevailing party, whether Client or Service Provider, will be entitled to its reasonable attorneys' fees and costs, including such fees and costs incurred in connection with any appeals, in addition to such other relief as may be provided by law.
Service Provider provides Products and Services to Client as an independent contractor. All persons retained by Service Provider to perform Services for Client hereunder will be either employees or subcontractors of Service Provider and will not be employees of Client. This Agreement will not be construed as a partnership or joint venture.
All rights and obligations hereunder will extend to and be binding upon both parties or their respective successors or assigns.
If any provision of these Terms and Conditions will be held to be invalid, illegal or unenforceable, such provision will be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
Failure or delay of Service Provider to exercise a right or power under these Terms and Conditions will not operate as a waiver thereof, nor will any single or partial exercise of a right or power preclude any other future exercise thereof.
These Terms and Conditions, as published at the time of Sale, are the official Terms and Conditions of Sale between Service Provider and Client. Service Provider reserves the right, in its sole discretion, to modify, alter or otherwise update the Terms and Conditions from time to time without notice, and Client hereby agrees to be bound by such modifications, alterations or updates. A current version of Service Provider’s Terms & Conditions of Sale document is available online at: www.getadvanced.net/terms.
These Terms and Conditions of Sale encompass the entire Agreement of the Parties, and supersede all previous understandings and Agreements between the Parties, whether oral or written. No additional or different Terms of Conditions, whether material or immaterial, will become a part of these Terms and Conditions unless expressly accepted in writing by an authorized officer of the Service Provider.