Terms and Conditions

THESE MODERNVIVO PLATFORM TERMS OF SERVICE (THIS “AGREEMENT”) GOVERN ACCESS TO AND USE OF THE MODERNVIVO ONLINE SERVICES DESCRIBED HEREIN, INCLUDING THE MODERNVIVO SOFTWARE-AS-A-SERVICE OFFERING DESCRIBED IN SECTION 1 AND THE MODERNVIVO VENDOR MARKETPLACE DESCRIBED IN SECTION 2 (TOGETHER, THE “PLATFORM”). BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, COMPLETING AN ONLINE ORDER OR REGISTRATION THAT REFERENCES THIS AGREEMENT, OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. BY AGREEING TO THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE AND ARE LEGALLY CAPABLE OF ENTERING INTO A BINDING CONTRACT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER,” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM.

This Agreement is entered into between ModernVivo, Inc., a Delaware corporation (“ModernVivo”), and the person or entity accepting this Agreement (“Customer”), and is effective as of the date Customer first accepts it (the “Effective Date”). Customer may not access the Platform if Customer is a direct competitor of ModernVivo, except with ModernVivo’s prior written consent, and may not access the Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. ModernVivo’s collection and use of personal information in connection with the Platform is described in the ModernVivo Privacy Policy available at https://modernvivo.com/privacy-policy (the “Privacy Policy”).

1. Software as a service.

1.1 Access.

Commencing on the Effective Date of this Agreement, ModernVivo shall make available to Customer the ModernVivo software identified in one or more applicable orders referencing this Agreement, including any online order, registration or plan-selection page completed by Customer that references this Agreement (each, an “Order”) as hosted by ModernVivo for use by Customer within the use limitations set forth in the Order (the “Service”) under the terms of this Agreement.

1.2 Rights to the Service.

Subject to the terms and conditions of this Agreement, ModernVivo hereby grants Customer and its users (“Authorized Users”) a non-exclusive, non-transferable, worldwide right during the Term to access the Service and permit individual users to use the Service solely for Customer’s internal purposes up to the limits set forth in one or more applicable Orders.

1.3 Updates.

At no charge to Customer, ModernVivo shall install on its servers any software updates deemed reasonably necessary to address errors, bugs or other performance issues in the Service (collectively, “Updates”). Updates (if any) shall be subject to the same terms and conditions of this Agreement.

1.4 Restrictions and Conditions. Customer shall not, directly, indirectly or through its Authorized Users, employees and/or the services of independent contractors: (a) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties rights to the Service; (b) "frame," "mirror,” copy or otherwise enable third parties to use the Service (or any component thereof) as a service bureau or other outsourced service; (c) allow access to the Service by multiple individuals impersonating a single end user; (d) use the Service in a manner that interferes with, degrades, or disrupts the integrity or performance of any ModernVivo technologies, services, systems or other offerings, including data transmission, storage and backup; (e) use the Service for the purpose of developing a product or service that competes with the ModernVivo online products and services; (f) circumvent or disable any security features or functionality associated with Service; or (g) use the Service in any manner prohibited by law. All rights not expressly granted to Customer are reserved by ModernVivo, its suppliers and licensor.

1.5 AI Functionality.

Customer acknowledges that the Service utilizes AI functionality. Customer acknowledges that artificial intelligence and machine learning are rapidly evolving fields of study. Given the probabilistic nature of machine learning, use of these services may in some situations result in incorrect output. Customer and any applicable end user should evaluate the accuracy of any output generated by AI as appropriate for its use case, including by using human review of the output. Output generated by AI is not error-free, may not work as expected, may generate incorrect information. Notwithstanding anything to the contrary, Customer represents and warrants that it possesses all necessary rights, licenses, permissions, and consents to provide Customer Content or any other input to the Services for AI-related processing. Notwithstanding anything to the contrary in this Agreement, ModernVivo hereby disclaims all liability associated with any output generated by large language models or other artificial intelligence associated with the Service.

2. Marketplace.

2.1 Marketplace Access.

As part of the Platform, ModernVivo may make available to Customer and its Authorized Users an online marketplace (the “Marketplace”) through which users may search for, browse and view listings (“Listings”) describing products and services offered by third-party scientific research vendors (“Vendors”), which may include research materials, research models, laboratory services and professional services (collectively, “Vendor Offerings”). Except as expressly provided otherwise in this Section 2, the Marketplace is deemed part of the Service for purposes of this Agreement. ModernVivo may add, modify, suspend or remove Marketplace features, Listings or Vendors at any time.

2.2 Neutral Venue.

The Marketplace is a venue through which Customer may identify and connect with Vendors. ModernVivo does not manufacture, sell, resell, deliver or provide any Vendor Offering, is not a party to any transaction between Customer and any Vendor, does not process payments for Vendor Offerings, and does not act as an agent, broker, distributor or representative of any Vendor or of Customer. Listings are based on information supplied by Vendors, and ModernVivo does not independently verify, and does not endorse, recommend or make any representation or warranty regarding, any Vendor, Listing or Vendor Offering, including with respect to quality, safety, availability, pricing, legality or regulatory compliance. Any purchase of, or engagement for, a Vendor Offering is a transaction solely between Customer and the applicable Vendor under terms agreed between them. Customer is solely responsible for evaluating Vendors and Vendor Offerings and for its compliance with all laws, regulations and standards applicable to its purchase and use of Vendor Offerings, including those governing the procurement, care and use of laboratory animals and other regulated materials.

2.3 Referral Compensation.

Customer acknowledges that Vendors pay ModernVivo fees to participate in the Marketplace, which may include listing fees and referral fees based on user interactions with Listings or on sales made to referred users, and that such compensation may influence which Listings appear on the Marketplace and their placement or prominence.

2.4 Sharing of Contact Information with Vendors.

When an Authorized User interacts with a Listing in a manner that indicates interest in the applicable Vendor or Vendor Offering (for example, by clicking “Visit Website” or a similar link or button within a Listing, or by requesting a quote, demonstration, contact or additional information), ModernVivo may provide that user’s contact information (such as name, email address, title and company) and the Listing(s) of interest to the applicable Vendor, and that Vendor may contact the user directly. Customer, on behalf of itself and its Authorized Users, consents to this sharing, and shall ensure that each Authorized User is informed of this sharing before using the Marketplace. In-product notices, consents and opt-out mechanisms relating to this sharing are described in the Privacy Policy. Each Vendor’s use of contact information is subject to that Vendor’s own privacy policy and practices, and ModernVivo is not responsible for any Vendor’s use of such information.

2.5 Marketplace Data.

Notwithstanding Section 3.2 or anything to the contrary in this Agreement, ModernVivo may collect, retain and use information generated by Authorized Users’ access to and use of the Marketplace, including search terms and queries, filters applied, Listings viewed or selected, Vendors contacted, and purchases or interest indicated (collectively, “Marketplace Data”), including for the purpose of operating, securing and improving the Platform, to connect users with Vendors as described in Section 2.4, and to analyze demand for the products and services offered through the Marketplace. ModernVivo may disclose Marketplace Data (a) to the applicable Vendor as described in Section 2.4, and (b) to other Vendors and third parties. For clarity, this Section 2.5 applies only to Marketplace Data and Customer Content and data generated by use of the Service outside the Marketplace remain governed by Section 3.2.

2.6 Vendor Disputes; Release.

Any dispute between Customer and a Vendor, including any dispute regarding the quality, delivery, performance, safety, compliance, warranty or pricing of a Vendor Offering or the payment or refund of any amount owed to or by a Vendor, is solely between Customer and that Vendor. To the maximum extent permitted by applicable law, Customer, on behalf of itself and its Authorized Users, releases ModernVivo, its suppliers and licensors from any and all claims, demands, liabilities and damages of every kind, known or unknown, arising out of or in any way connected with any such dispute, any interaction or transaction with any Vendor, or the purchase or use of any Vendor Offering. ModernVivo has no obligation to become involved in any dispute between Customer and a Vendor, but may, at its option, attempt to assist the parties in resolving it.

2.7 Listing Complaints.

If Customer believes that any Listing is inaccurate, misleading or unlawful, or infringes the rights of Customer or any third party, Customer may notify ModernVivo at info@modernvivo.com. ModernVivo may, in its discretion, investigate and remove or modify the Listing, and reserves the right (but has no obligation) to screen, edit, remove or decline to publish any Listing at any time.

3. CONFIDENTIALITY.

3.1 Confidentiality.

Each party agrees that, without the express consent of the other party, none of its employees or agents will disclose to any third party any information or material that the other party designates as confidential (including without limitation the terms and conditions of this Agreement) unless such information or material (a) is or becomes publicly known through no wrongful act of the receiving party, (b) is received from a third party without restriction and without breach of any confidentiality obligation to the other party, (c) is independently developed by the receiving party, or (d) is required by law to be disclosed (provided that the other party is given advance notice of, and an opportunity to, contest any such requirement).

3.2 Customer Content.

As between the parties, Customer owns all rights, title and interest in and to all content and other data submitted by Customer or its Authorized Users to the Service (“Customer Content”). Customer shall have sole responsibility for the legality, reliability, accuracy and quality of Customer Content. Customer hereby grants to ModernVivo a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer and display the Customer Content for the purpose of providing the Service to Customer, and for the limited purposes described in this Section. Additionally, ModernVivo may use aggregated and anonymized Customer Content for any purpose. Resulting models will not include, or be reversible to expose, the identity of Customer, its Authorized Users or any other person. If requested by Customer within thirty (30) days of the expiration or termination of this Agreement, ModernVivo shall make available to Customer all Customer Content stored within the Service at the time of expiration or termination. Thirty (30) days after termination, ModernVivo shall have no further obligation to Customer and may, at its option, permanently delete or destroy the Service and all information and materials contained therein. For clarity, Marketplace Data (as defined in Section 2.5) is governed by Section 2.5 and not by this Section 3.2.

4. Services.

Additional support services, including custom configuration, consulting, training and system integration, may be separately purchased from ModernVivo under the terms of an addendum to this Agreement. For clarity, ModernVivo has no obligation to support Customer’s own technology, internal infrastructure, provide free training, or provide consulting on customer created content or third-party technologies and services unless agreed to in writing via an approved sales agreement and or statement of work.

5. Customer Obligations.

5.1 Fees and Payment Terms.

In consideration of the rights granted herein, Customer shall pay ModernVivo the amounts specified in the applicable Order (collectively, “Fees”). If Customer accesses only those portions of the Platform made available at no charge (including browsing the Marketplace), no Fees are due unless and until Customer purchases a subscription under an Order.

(a) Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to Customer’s execution of this Agreement or use of the Service (collectively, “Sales Taxes”). Customer shall be solely responsible for the payment of any Sales Taxes. In the event ModernVivo is required to pay Sales Taxes on Customer’s behalf, Customer shall promptly reimburse ModernVivo for all amounts paid.

(b) All amounts shall be paid to ModernVivo within thirty (30) days of receipt of an undisputed invoice. An invoice shall be deemed undisputed if, within such thirty (30) day period, Customer fails to notify ModernVivo in writing of any disputed amounts.

(c) Fees not paid when due shall be subject to a late fee equal to one and one-half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. ModernVivo further reserves (among other rights and remedies) the right to suspend access to the Service. Amounts payable to ModernVivo shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of ModernVivo.

(d) All prices and other payment terms are confidential information of ModernVivo and Customer agrees not to disclose such information to any third party throughout the Term and for three (3) years thereafter.

(e) Except as otherwise specified in this Agreement, fees are based on services purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term.

5.2 Compliance with Laws.

The ModernVivo software and Service are of U.S. origin. Customer shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which Customer uses the Service, including all end-user, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. Customer will not upload any data or information to the Service for which Customer does not have full and unrestricted rights. Notwithstanding anything to the contrary in this Agreement or any other agreement between the parties, Customer will not upload any data or information that is subject to government regulation, including without limitation, protected health information regulated under the Health Insurance Portability and Accountability Act of 1996 or sensitive financial information regulated under the Gramm-Leach-Bliley Act of 1999.

5.3 Registration and Account Security.

Access to the Platform may require Customer and each Authorized User to register for an account. Customer shall, and shall ensure that each Authorized User will, provide accurate, current and complete registration information and keep that information up to date. Customer is responsible for maintaining the confidentiality of all usernames, passwords and other account credentials, and for all activities that occur under its and its Authorized Users’ accounts. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Platform and shall promptly notify ModernVivo at security@modernvivo.com of any unauthorized access or use.

5.4 Usage Limits.

ModernVivo’s delivery of the Service is strictly limited to the quantities and thresholds specified in the applicable Order (the “Usage Limits”). In the event that Customer’s use of the Service reaches or exceeds any such Usage Limit, the Service may automatically cease processing additional data or providing further access beyond the specified limit. ModernVivo will not automatically upgrade Customer to a higher subscription tier and will not assess automatic overage fees for usage attempted beyond the Usage Limits. To increase capacity or resume processing once a limit has been reached, Customer must contact ModernVivo to negotiate and execute a new or revised Order reflecting the revised limits and any associated fee adjustments. Customer acknowledges that cessation of the Service due to reaching Usage Limits does not constitute a service outage by ModernVivo.

6. term and termination.

6.1 Term.

Unless otherwise specified in the Order, the initial term of this Agreement will begin on the Effective Date and shall continue thereafter until the End Date specified in the Order (the “Initial Term”), and shall thereafter automatically renew for additional periods of one (1) year unless either party provides written notice of its intention not to renew to the other party at least sixty (60) days prior to expiration of the current term (each a “Renewal Term,” and collectively together with the Initial Term, the “Term”). If no End Date is specified in the Order, the End Date will be one year from the Effective Date of this Agreement. If Customer accesses the Platform without a paid Order (including use limited to browsing the Marketplace), this Agreement is effective for so long as Customer continues to access the Platform, and either party may terminate this Agreement at any time upon notice to the other party (including, in Customer’s case, by deactivating its account and discontinuing use of the Platform).

6.2 Termination.

Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach has not been cured within thirty (30) days of providing notice thereof. In addition, ModernVivo may suspend or terminate Customer’s access to all or any part of the Platform immediately upon notice if ModernVivo reasonably determines that Customer’s or an Authorized User’s use of the Platform violates Section 1.4, poses a security risk to the Platform or any third party, or violates applicable law.

6.3 Effect of Termination.

Upon expiration or termination for any reason, Customer shall discontinue all use of the Service, and return any and all software and documentation provided to Customer by ModernVivo.

7. Indemnification.

7.1 Customer.

Customer shall indemnify and hold ModernVivo, its suppliers and licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with a claim which, if true, would constitute a breach of Customer’s obligations under Section 1, 2 or 5 of this Agreement, or arising out of or relating to any transaction or interaction between Customer or its Authorized Users and any Vendor. In the event ModernVivo is required to seek legal remedies to enforce collection of any amounts due under this Agreement, Customer agrees to reimburse for all additional costs associated with collection of that past due amount, including reimbursement of collection and attorneys’ fees.

7.2 ModernVivo.

ModernVivo shall indemnify and hold Customer harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out a third-party claim that the Service infringes or misappropriates any U.S. patents issued as of the Effective Date or any copyright or trade secret of any third party during the term of this Agreement. ModernVivo shall have no indemnification obligation, and Customer shall indemnify ModernVivo pursuant to this Agreement, for claims of infringement arising from the combination of the Service with any unique aspects of Customer’s business, for instance Customer’s content, products, services, hardware or business processes, or for any use of the Service or any ModernVivo software not expressly authorized herein.

7.3 Process.

A party seeking indemnification hereunder shall promptly notify the other party in writing of any claim for which defense and indemnification is sought. Each party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other party. Each indemnifying party has the sole right to control the defense of any claim for which it is providing indemnification hereunder with counsel mutually acceptable to the parties. The indemnified party may, at its own expense, participate in the defense of any such claim.

8. WARRANTY/ LIABILITY/ TOTAL LIABILITY.

Mutual Warranties.

Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.

8.1 Disclaimer.

THE SERVICE AND ANY MODERNVIVO TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, “SERVICES”) ARE PROVIDED STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MODERNVIVO, ITS SUPPLIERS AND ITS LICENSORS. WITHOUT LIMITING THE FOREGOING, THE MARKETPLACE AND ALL LISTINGS ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MODERNVIVO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING ANY VENDOR OR VENDOR OFFERING.

8.2 Customer acknowledges and agrees that THE Service may be subject to interruption, limitations, delays, and other problems inherent in the use of Internet applications and electronic communications. MODERNVIVO is not responsible for any such delays, delivery failures, or any other damage resulting from events beyond MODERNVIVO’s reasonable control, without regard to whether such events are reasonably foreseeable by MODERNVIVO.

8.3 Limitation.

CUSTOMER’S EXCLUSIVE REMEDY AND MODERNVIVO’S, ITS SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY CUSTOMER, UP TO THE AGGREGATE AMOUNTS PAID BY CUSTOMER AND RECEIVED BY MODERNVIVO HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. CUSTOMER HEREBY RELEASES MODERNVIVO, ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

8.4 Exclusion of Certain Damages and Limitations of Types of Liability.

IN NO EVENT WILL MODERNVIVO BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL MODERNVIVO, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO ANY VENDOR, ANY VENDOR OFFERING, OR ANY TRANSACTION OR DISPUTE BETWEEN CUSTOMER AND ANY VENDOR.

8.5 Interpretation.

The limitations in sections 8.3 and 8.4 are independent of each other. The limitation of damages set forth in section 8.3 shall survive any failure of essential purpose of the limited remedy in section 8.4.

9. Notices and Requests.

Either party may give notice to the other party by means of electronic mail to the primary contact designated on the Order or by written communication sent by first class mail or pre-paid post, either of which shall constitute written notice under this Agreement. All additional access licenses purchased by Customer during the Term shall be subject to the terms of this Agreement. For clarity, in no event shall any other term or provision of this Agreement be deemed modified, amended or altered as a result of such purchase and all other changes to this Agreement shall be governed by terms of Section 11, below.

10. Additional Terms.

ModernVivo shall not be bound by any subsequent terms, conditions or other obligations included in any Customer purchase order, receipt, acceptance, confirmation or other correspondence from Customer unless expressly assented to in writing by ModernVivo and counter-signed by its authorized agent. The parties may supplement the terms of this Agreement at any time by signing a written addendum, which shall be deemed incorporated by this reference upon execution. The terms of any addendum shall control any conflicting terms in this Agreement. Unless expressly stated otherwise in an applicable addendum, all addenda shall terminate upon the expiration or termination of this Agreement.

11. Changes to this Agreement.

ModernVivo may modify this Agreement from time to time by posting the modified terms on the Platform with an updated effective date and, in the case of material changes, by providing notice through the Platform or by email to the contact information associated with Customer’s account. Except where a change is required by applicable law or relates to new features or to portions of the Platform provided at no charge, modified terms will take effect, for Customers with a then-current paid subscription, at the start of the next Renewal Term, and otherwise upon posting. Customer’s continued use of the Platform after modified terms take effect constitutes acceptance of the modified terms. If Customer does not agree to modified terms, Customer must discontinue use of the Platform and, in the case of a paid subscription, may elect not to renew.

12. General.

This Agreement shall be governed by Washington law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington. No joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this Agreement or use of the Service. The failure of ModernVivo to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. All disclaimers, limitations, payment obligations and restrictions of warranty shall survive termination of this Agreement, as shall the provisions of this "General" section. If any part of this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Service will immediately terminate, except for those provisions noted above which will continue in full force and effect. This Agreement, together with the Privacy Policy and any applicable Orders, comprises the entire agreement between Customer and ModernVivo and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.