Updated 20th June 2019
In terms of Information Technology statutes, this document is an electronic record. Being generated by a computer system it does not require any physical or digital signatures.
(a) The Website www.doxper.com and software Applications DOXPER and DOXPER BLU (collectively referred to as the “Platform”), which are owned by InformDS Technologies Private Limited, a private limited company incorporated under the Companies Act 2013, having its registered office at Flat A14, Elm, Tata Sherwood Appts Basava Nagar Main Road, Bangalore – 560 037, Karnataka, India where such expression shall unless repugnant to the context thereof, be deemed to include its respective representatives, administrators, permitted successors and assigns (hereinafter referred to as “the Company”).
(c) The headings of each section in this Agreement are only for the purpose of organising the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value.
Further, by registering, accessing or using the Website/Application or Platform, You accept the terms of this Terms of Service and represent and warrant to Doxper that You are ‘competent to contract’ under the Indian Contract Act, 1872 and have the right, authority and capacity to use the Website/Application or Platform and agree to and abide by its Terms of Service.
If You do not agree with any of these terms, please discontinue using the Website/Application or Platform.
(f) This Terms of Service is published in compliance of, and is governed by the provisions of Indian law, including but limited to:
(i) the Indian Contract Act, 1872 (“Contract Act”);
(ii) the (Indian) Information Technology Act, 2000 and the rules, regulations, guidelines and clarifications framed thereunder, including the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011 (the “SPI Rules“), and the (Indian) Information Technology (Intermediaries Guidelines) Rules, 2011 (the “IG Rules“);
(iii) the Drugs and Cosmetic Act, 1940 (“Drugs Act”), read with the Drugs and Cosmetics Rules, 1945 (“Drugs Rules”);
(iv) the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954; and Consumer Protection Act, 1986; and
(v) Electronic Health Record Standards issued by the Ministry of Health & Family Welfare dated December 30, 2016 (as may be amended or replaced from time to time).
2. USE OF THE SERVICES
To fully avail the Services of the Website/Application or Platform, registration is required. The User shall create a profile on the Website/Application by entering his/her/their: Name of clinic, First and Last Name of the User, Date of Birth (Optional), Email Address, Mobile Number, City, Qualification, Specialty, Registration Number, GST number (Optional), Referred By (Optional), Address of Clinic – City, State, Zip, Phone number of Clinic, Registration number of Clinic (Optional), Unique government issued number of Clinic (Optional) and other relevant information that may be required from time to time to enable Us to serve the User through the Website/Application or Platform.
User’s patients can receive a soft copy of their case sheets on their mobile phone. Users will also be able to add and upload prescriptions, medical data and reports to their Doxper account that have not originated from Our Website/Application or Platform.
As a part of the registration process You agree to provide the Website/Application current, complete, and accurate registration information, including but not limited to Your email address and mobile phone number.
Use of Our Website/Application and Platform is available only to those above the age of 18, barring those “Incompetent to Contract” which inter alia include insolvents. We reserve the right to terminate Your account on knowledge of You being a minor or incompetent to contract and having registered on the Website/Application or Platform or availing any of its Services.
Further, at any time during Your use of this Website/Application or Platform, including but not limited to the time of registration, You are solely responsible for protecting the confidentiality of Your username and password. You will promptly notify Doxper if You discover or otherwise suspect any security breaches relating to the Website/Application. You will take responsibility for all activities that occur under Your account and accept all risks of unauthorised access. In the case that You provide Us with false and/or inaccurate details or the Website/Application or the Company has reason to believe You have done so, We hold the right to permanently suspend Your account.
You agree and consent at will that the data provided by You will be kept secured in Our cloud server. You can access the data from anywhere with an Internet connection once You log in.
These Terms shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until:
a) The User continues to access and use the Website/Application; or
b) The Transaction between the Parties, if any, concludes to the satisfaction of both Parties;
whichever is longer. The Parties agree that certain portions of these Terms (“Sections”), such as Sections 15, 16, 17 & 18, shall continue to remain in full force and effect indefinitely, even after the expiry or termination of these Terms as contemplated herein.
a) The Company reserves the right, in its sole discretion, to unilaterally terminate the User’s access to the Services, or any portion thereof, at any time, without notice or cause. The User shall continue to be bound by these Terms, and it is expressly agreed to by the Parties that the User shall not have the right to terminate these Terms till the expiry of the same, as described in clause 3 hereinabove.
b) Notwithstanding other legal remedies that may be available to it, the Company may, in its sole discretion, limit the User’s access and/ or activity by immediately removing the User’s access credentials either temporarily or indefinitely, or suspend/ terminate the User’s account, and/or refuse to provide the User with access to Website/Application, without being required to provide the User with notice or cause:
- If the User has provided wrong, inaccurate, incomplete or incorrect information; or
- If the User’s actions may cause any harm, damage or loss to the Website/Application.
The information provided by You shall be deemed to be confidential and shall not be disclosed to any Third Party, unless the same is required to be mandatorily disclosed to relevant government authorities in accordance with the applicable laws. In the event We are required to make any such mandatory disclosure, We will notify You about the same.
Downloading and installing the Website/Application or Platform is free of cost. The User may have to pay for the Products and Services availed through the Website/Application. The User takes full responsibility for payment of all taxes and fees that are levied or arise in the course of use of the Website/Application or Platform and its Services. Certain services and use of certain features of the Website/Application and Platform provided by Third Parties may be subject to a charge. However, We reserve the right to amend Our fee policy and charges for Users who are accessing the Services of the Website/Application. In the event of such a change in policy, Users shall be intimated of the same via email or the changes may be uploaded on the Website/Application or Platform. Such changes shall be effective as soon as the same is uploaded. Subsequent to such change, it is the choice of the User whether or not to continue with the Services offered by Us.
7. MODE OF PAYMENT
When You use the Services offered through the Website/Application or purchase Products, You may be required to pay for them either on the Website/Application or other modes of payment accepted by the Company. To process such financial transactions, We may use third-party electronic payment processors or service providers (ESPs). As required, You permanently authorise Us to instruct such ESPs to handle Account deposits and withdrawals from Your account. You also permanently agree that in accordance with Your requests as submitted, We may give such instructions on Your behalf. You agree to be certain by the terms and conditions of use of each appropriate ESP. In the event of conflict between these Agreements and the ESP’s terms and conditions, these Agreements shall prevail.
As prescribed by the financial institutions issuing the credit or debit cards affiliated with Visa / Master Card / Amex, the User will be required to submit his/her 16-digit card number, card expiry date and 3-digit CVV number (usually on the reverse of the card) while making an online transaction. The User must also have enrolled his/her card with VBV (Verified by Visa) MSC (MasterCard Secure Code) of Amex Safekey in order to complete the transaction. The User is hereby expressly made aware that his/her card statements will reflect that a payment has been made in favour of InformDS Technologies Private Limited. The User is further aware that in case of Third Party statements, including bank and credit card statements, the merchant name may appear in an abbreviated format, and the Company has no control over the same.
Transactions on the Website/Application are secure and protected. Any information entered by the User when transacting on the Website/Application is encrypted to protect the User against unintentional disclosure to Third Parties. The User’s credit and debit card information is not received, stored by or retained by the Company or Website/Application in any manner whatsoever. This information is supplied by the User directly to the relevant payment gateway which is authorised to handle the information provided, and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with.
All data exchanges on the Website/Application or Platform are encrypted using TLS 1.2 protocol and AES 128 bit cipher. We use HIPAA compliant cloud systems for secure storage of data.
9. USER’S OBLIGATIONS
The User undertakes to agree to and fulfil the following obligations. Failure to satisfy any of these obligations gives Us the right to permanently suspend Your account and/or claim damages for any losses that accrue to Us or additional costs that may be imposed on Us.
(a) You agree to comply with all local laws and regulations governing the downloading, and/or use of the Platform or Website/Application, including, without limitation to, any usage rules set forth in this Agreement.
(b) You understand that any content on this Website/Application and particularly any such content relating to medical conditions and their treatment is solely for general informational purposes.
(c) The User expressly agrees and acknowledges that the Company/Website/Application has no obligation to monitor the materials posted on the Website/Application, but that the Company has the right to remove or edit any content that, in its sole discretion, violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms.
(d) Notwithstanding this right, the User remains solely responsible for the content of the materials posted on the Website/Application or Platform by him/her/them. In no event shall the Company/Website/Application assume or be deemed to have any responsibility or liability for any content posted, or for any claims, damages or losses resulting from the use of any such content and/or the appearance of any content on the Website/Application.
(e) The User hereby represents and warrants that he/she has all necessary rights in and to all content provided as well as all information contained therein, and that such content does not infringe any proprietary or other rights of any Third Party(ies), nor does it contain any libellous, tortuous, or otherwise unlawful or offensive material, and the User hereby accepts full responsibility for any consequences that may arise due to the publishing of any such material on the Website/Application.
(f) The User agrees that the Company may terminate the User’s access to or use of the Website/Application or Platform and Services at any time if the Company is unable, at any time, to determine or verify the User’s qualifications or credentials.
(g) The User will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Doxper Platform from access, use or alteration and will always use the user ID assigned to him/her or a member of the User’s workforce. The User is required to maintain appropriate security with regard to all personnel, systems, and administrative processes used by him/her or members of his/her workforce to transmit, store and process electronic health information through the use of the Doxper Platform. The User will immediately notify the Company of any breach or suspected breach of the security of the Doxper Platform, or any unauthorized use or disclosure of information within or obtained from the Doxper Platform, and will take such action to mitigate the breach or suspected breach as the Company may direct, and will cooperate with the Company in investigating and mitigating such breach.
(h) The User represents and warrants that he/she will, at all times during the use of the Doxper Platform and thereafter, comply with all laws directly or indirectly applicable that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of patient information, and use best efforts to cause all persons or entities under his/her direction or control to comply with such laws, including but not limited to the Information Technology Act, 2000 and the rules made thereunder. The User is, at all times, during the use of the Doxper Platform and thereafter, solely responsible for obtaining and maintaining all patient consents, and all other legally necessary consents or permissions required to disclose, process, retrieve, transmit, and view the patient information. The Company does not assume any responsibility for the User’s use or misuse of patient information or other information transmitted, monitored, stored or received while using Doxper. The Company reserves the right to amend or delete any material (along with the right to revoke any membership or restrict access) that, in its sole discretion, violates the above.
(i) The Company makes no representations concerning the completeness, accuracy or utility of any information or Services offered on the Doxper Platform. The Company has no liability for the consequences to the User or his/her/their patients.
You undertake not to:
(a) cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or software obtained from the Website/Application or Platform. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Website/Application or Platform is not permitted. Should You want to engage in one or more such actions, prior permission from Us must be obtained;
(b) access (or attempt to access) the Website/Application or Platform and/or the materials or Services by any means other than through the interface that is provided by the Website/Application or Platform. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website/Application or Platform or content, or in any way reproduce or circumvent the navigational structure or presentation of the Website/Application or Platform, materials or any content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website/Application or Platform is prohibited. You acknowledge and agree that by accessing or using the Platform or Website/Application Services, You may be exposed to content from other Users or Third Parties that You may consider offensive, indecent or otherwise objectionable. We disclaim all liabilities arising in relation to such offensive content on the Website/Application or Platform. Further, You may report such offensive content to us at firstname.lastname@example.org;
(c) use the Website/Application or Platform in any manner that may impair, overburden, damage, disable or otherwise compromise (i) Company’s Services; (ii) any other party’s use and enjoyment of Company’s Services; or (iii) the services and products of any Third Party (including, without limitation to any authorized, physical and electronic devices that are used by and connected to the Doxper Platform);
(d) use the Services or materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or identity theft;
(e) abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;
(f) engage in any activity that interferes with or disrupts access to the Website/Application or Platform or the Services (or the servers and networks which are connected to the Platform);
(g) upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website/Application or Platform or another’s mobile phone;
(h) download any file posted on the Website/Application or Platform that You know, or reasonably should know, cannot be legally distributed in such manner;
(i) probe, scan or test the vulnerability of the Website/Application or Platform or any connected network, connected to the Platform, nor breach the security or authentication measures on the Website/Application or Platform or any network connected to the Website/Application or Platform. You may not reverse look-up, trace or seek to trace any information on any other User, or visitors to, the Website/Application or Platform, or exploit the Platform or Service or information made available or offered by or through the Website/Application or Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Platform;
(j) disrupt or interfere with the security of, or otherwise cause harm to, the Website/Application or Platform, systems resources, servers or networks connected to or accessible through the Platform or any affiliated or linked Platforms;
(k) use the Website/Application or Platform or any material or content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of this Website/Application or Platform or other Third Parties;
(l) violate any applicable laws or regulations for the time being in force within or outside Your home country;
(m) violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;
(n) threaten the unity, integrity, defence, security or sovereignty of Your home country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
(o) disseminate information through the Website/Application or Platform that is false, inaccurate or misleading, or violative of any applicable laws or regulations for the time being in force in or outside Your home country.
10. UPDATES ON PLATFORM
From time to time, the Platform may automatically check the version of the Platform and, if applicable, provide updates for the Platform ( “Updates”). Updates may contain, without limitation to, bug fixes, patches, enhanced functionality, plug-ins and new versions of the Platform. By using the Platform, You authorise the automatic installation of Updates and agree to all Updates manually, if necessary. Your use of the Platform and Updates shall be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates).
11. ACTIONS UNDERTAKEN BY THE WEBSITE/APPLICATION ON YOUR DEVICE
Upon using the Services on the Platform or visiting the Website/Application, You grant the Company/Website/Application permission to perform the following actions on the device You are accessing the Platform on or visiting the Website/Application from:
(a) To read from, write on, modify and delete data pertaining to the Website/Application/Platform on the device’s hard disk and/or external storage;
(b) To access information about networks, access networks including wi-fi networks, receive and send data through the network;
(c) To retrieve information about other platform(s) running on the device the Platform has been using and to access them;
(d) To send SMS’s from the User’s phone/device when the User chooses to share prescriptions/reports with other persons/Users;
(e) To enable the scanning of QR codes, barcodes and other machine-readable optical codes and to capture photos of prescriptions or reports and to store them on the Doxper platform, the Camera of the device may be used, if the User chooses to;
(f) To transfer data from the digital pen data, Bluetooth is used.
(a) All information, content, Services and software displayed on, transmitted through, or used in connection with the Website/Application or Platform, including for example news articles, reviews, directories, guides, text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like (collectively referred to as the “Content“), as well as its selection and arrangement, is owned by Us. You may use the Content only through the Website/Application or Platform, and solely for Your personal, non-commercial use.
(b) You may not republish any portion of the Content on any Internet, Intranet or extranet site or incorporate the Content in any database, compilation, archive or cache. You may not distribute any Content to others, whether or not for payment or other consideration, and You may not modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content. You may not scrape or otherwise copy Our Content without permission. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Website/Application or Platform, not to insert any code or product or manipulate the content of the Website/Application/ Platform in any way that affects the User’s experience, and not to use any data mining, data gathering or extraction method.
13. COPYRIGHT COMPLAINTS
(a) We respect the intellectual property of others. If You believe Your work has been copied in a way that constitutes copyright infringement or are aware of any infringing material on the Website/Application or Platform, please contact Us at email@example.com.
(b) Information and Content provided by the User by providing information to, communicating with, and/or placing material on, the Website/Application or Platform, including for example but not limited to, communication during any registration and communication on the bulletin board, message or chat area, You represent and warrant that:
(i) You own or otherwise have all necessary rights to the content You provide and the rights to use it as provided in this Terms of Service;
(ii) all information You provide is true, accurate, current and complete, and does not violate these Terms of Service; and,
(iii) the information and Content shall not cause injury to any person or entity. Using a name other than Your own is prohibited (except in those specific areas of the Platform that specifically ask for unique, fictitious names such as, inter alia certain message boards and chat rooms).
14. GEOGRAPHICAL EXTENT
(a) The Website/Application or Platform can be used in India. We make no representation that materials or Content available through Our Website/Application or Platform is appropriate or available for use outside India.
(b) If You access or use the Website/Application or Platform from a country or location apart from India, You are solely responsible for compliance with necessary laws and regulations for use of the Website/Application or Platform.
(a) We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for You or for all Users at any time and in Our sole discretion. These changes shall become effective upon providing a notice of the same to You via email/ the home screen of the Website/Application or Platform. We further reserve the right to withhold, remove and or discard any content available as part of Your account, with or without notice, if deemed by Us to be contrary to this Agreement.
(b) The Website/Application or Platform has no obligation to provide You with a copy of the information You or any other User provides on the Website/Application or Platform or that the Website/Application or Platform has accessed from the device.
(c) Further, We reserve the right, in Our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of giving Users notice of the same. Notice shall be provided of such change via email to the Users and/ or by posting a notice on the home screen of the Website/Application or Platform.
You and We both understand that there may be instances of difficulty in accessing or receiving email communication. We are not responsible if any email notice gets caught by Your SPAM folder, or if You do not see the email, or if You have given us an incorrect email ID or if for any other reason You do not receive the email notice. Therefore, We encourage You to frequently open the Website/Application or Platform to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/ or features through the Platform. Such new features and/ or services shall be subject to the terms and conditions of this Agreement.
You agree to indemnify, hold harmless, and defend Us from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys’ fees), incurred by or made by Us in connection with any claim arising from or related to:
(a) Your use or any Third Party’s use via Your account of the Service provided by the Platform and its content;
(c) Any breach or violation of this Agreement, including any amendment, or of any statute or regulation by You, or any Third Party through Your account.
You agree to fully cooperate in indemnifying Us at Your expense. You also agree not to reach a settlement with any party without Our consent.
17. DISCLAIMER OF LIABILITY
This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.
Access to the Website/Application and the information contained on the system is provided on an “as is” and “as available” basis without any warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The User is solely responsible for any and all acts or omissions taken or made in reliance on the system or the information in the system, including inaccurate or incomplete information. It is expressly agreed that in no event shall the Company be liable for any special, indirect, consequential, remote or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if the Company has been apprised of the possibility or likelihood of such damages occurring. The Company disclaims any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the system.
The Website/Application/ Platform shall not be liable for Your access and use of the Website/Application/ Platform, including any information uploaded on the Website/Application/ Platform pertaining to You or Your clinic’s / hospital’s personal information or material and any information transmitted by You over Our system.
You agree and understand that the Website/Application is not a service provider and does not provide any of the listed healthcare related services to patients. It is a platform which facilitates the provision of the said Services. The Company makes no representations concerning the completeness, accuracy or utility of any information or Services offered on the Website/Application. The Company has no liability for the consequences to the User or his/her/their patients.
User reviews are provided for informational purposes only and they reflect the individual reviewer’s results and experiences only. These reviews are not verified or endorsed by the Website/Application or Platform in any manner whatsoever.
The Company/Website/Application cannot be held responsible in a court of law, for any situations of damages including, but not limiting to, medical damage or negligence arising in a User’s practice whether the situation arose as a result of information, knowledge, Products or Services obtained from the Website/Application. The User agrees and undertakes that he/she is accessing the Website/Application and transacting at his/her sole risk and are that he/she is using his/her best and prudent judgment before purchasing any product/service listed on the Website/Application, or accessing/using any information displayed thereon.
Doxper does not provide medical advice. Doxper does not offer SME (Subject matter expertise) courses and does not intend to complement a User’s professional education in any manner.
The Company/Website/Application makes no representations as to the reliability, capability, or qualifications of any service provider or the quality, security or legality of any Services and disclaims any and all liability relating thereto. The Company/Website/Application does not implicitly or explicitly support or endorse the procurement of any Service on the Website/Application.
18. DISPUTES ARISING OUT OF THIS AGREEMENT
All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step Alternate Dispute Resolution mechanism.
Stage 1: Mediation. In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral Third Party and will be selected at the mutual acceptance of a proposed mediator by both Parties. Both parties may raise a name for the sole mediator and in case both Parties accept the proposed name, the said person shall be appointed as sole mediator. In case the Parties are not able to reach a consensus within two proposed mediators, the Company reserves the right to decide the final mediator. The decision of the mediator is binding on both the Parties.
Stage 2: Arbitration. In case that mediation does not yield a suitable result or is not preferred by any one of the Parties, arbitration may follow, the award of which is binding on both Parties to the dispute. The Arbitration Board shall comprise of three members – one appointed by each Party and the third member to be nominated by the two appointed members by mutual consent. Arbitration shall be held at Bangalore, Karnataka India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties to the dispute.
The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the law, rules and regulations of the State of Karnataka, India. The exclusive jurisdiction and venue for actions and disputes may be as mentioned above, and You hereby submit to the jurisdiction of such courts.
20. CONTACT INFORMATION
If any User has any issue, question, concern or complaint regarding Our Services, Website/Application or Platform please contact us at firstname.lastname@example.org or via the contact information available from www.doxper.com.
21. FORCE MAJEURE
Doxper shall have no liability to You for any interruption or delay, to access the System irrespective of the cause.
22. MISCELLANEOUS PROVISIONS
(a) Entire Agreement: This Agreement is the complete and exclusive statement of the agreement(s) between You and Us with respect to the subject matter hereof and supersedes all other prior communications or representations or agreements (whether oral, written or otherwise) relating thereto.
(b) Waiver: The failure of either Party at any time to require performance of any provision of this Agreement in no manner shall affect such Party’s right at a later time to enforce the same. No waiver by either Party of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of this Agreement.
(c) Severability: If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the Parties hereto, as expressed herein.