Pharmacist's Letter

Revised: December 9, 2021

These Terms and Conditions, along with any and all Service Order Forms and addenda between the parties referencing these Terms and Conditions (collectively, the "Agreement"), govern Subscriber's access to and use of the products and services listed on an approved Service Order Form, including products or services for which TRC acts as a reseller (collectively, the "Service"). To the extent of a conflict between the aforementioned documents, the terms of the Service Order Form(s) shall prevail. By accessing and using the Service, the subscriber listed on the Service Order Form (the "Subscriber") agrees on its behalf and on behalf of its Authorized Users to the following terms and conditions:

1. License Grant. During the Term and subject to the terms and conditions of this Agreement, Therapeutic Research Center, LLC and its affiliates ("TRC") hereby grant to Subscriber a limited, revocable, non-exclusive, nonsublicenseable, non-transferable right and license for Subscriber and its Authorized Users to: (i) access and use the Service; and (ii) access, use, download, print and copy all text, materials and other content made available by TRC through the Service (collectively, the "Content"), in each case, subject to the following conditions and restrictions (and such other conditions and restrictions set forth in this Agreement):

Except as expressly permitted herein, the license rights granted in this Agreement do not include the right to copy, print or download the Content apart from the Service, and Subscriber shall not, and shall not permit its Authorized Users to, copy, print and/or download such Content apart from the Service.
The license rights granted in this Agreement include the right to make printouts and/or copies of the Content, and distribute such printouts and/or copies, but only as follows: (i) for Content that includes or consists of patient handouts intended for use in Subscriber's pharmacy business ("Patient Handouts"), Subscriber may print and/or copy such Patient Handouts, and distribute such Patient Handouts, but only to patients of Subscriber's pharmacy business; and (ii) for all other Content (except where technologically restricted or limited by the Service), Subscriber's Authorized Users may make a reasonable number of printouts and/or copies of the Content, and internally distribute such printouts and/or copies, solely for each such Authorized User's individual, internal, non-commercial educational and informational use. Except as expressly authorized by TRC in writing, the use or distribution of copies or printouts of the Content within Subscriber's organization generally or by individuals or users other than Authorized Users is strictly prohibited. Any printouts or copies of the Content shall retain TRC's and/or its licensors’ copyright and/or other proprietary rights notices, in addition to any and all disclaimers and/or limitations included in the Content. Subscriber shall monitor and police its Authorized Users' copying and/or making of printouts of the Content under this Section 1(b).
Except as otherwise expressly set forth in this Section, downloading, printing, copying, distributing or otherwise using the Service and/or the Content for external commercial purposes, including commercial publication, sale or other personal gain, is expressly prohibited.
Certain Content and/or Service functionality or features may be subject to additional and/or separate license terms and conditions or terms of use that accompany such Content or Service functionality and/or features. Subscriber will be required to "click to accept" or otherwise indicate its agreement to or acceptance of such additional and/or separate license terms and conditions or terms of use prior to making use of the Content and/or Service functionality or features. Subscriber agrees to strictly comply with any and all such additional and/or separate license terms and conditions or terms of use in its use of the Content and/or Service functionality or features.

2. Authorized Users.

Only Subscriber and those users designated on the Service Order Form constitute "Authorized Users" under this Agreement. Subscriber shall limit the access and use of the Service and the Content solely to Authorized Users. Subscriber shall be responsible for ensuring that its Authorized Users strictly comply with all obligations and/or responsibilities of Subscriber and/or its Authorized Users hereunder. Any breach of this Agreement by an Authorized User shall be deemed a breach by Subscriber, provided that Subscriber will have the right to cure such breach pursuant to Section 7 below.
Subscriber acknowledges and agrees that TRC may, in its discretion, condition access to and/or use of the Service and/or related Content on each Authorized User agreeing to TRC's standard end user license Agreement ("EULA") for the applicable Service and/or Content.

3. Secure/Remote Access. All access and use of the Service must be made via a secure network and secure authentication methods. Use of the Service by remote access is allowed unless otherwise stated on the Service Order Form. Subscriber will strictly limit any remote access to its Authorized Users through the use of passwords, IP address authentication measures, or other secure methods of user verification. Subscriber will immediately notify TRC if Subscriber believes its security has been compromised. Posting or sharing usernames or passwords, or otherwise enabling access for the benefit of non-subscribing institutions or users, is strictly prohibited.

4. Restrictions. Except as expressly permitted in this Agreement, Subscriber and its Authorized Users shall not:

License, sublicense, lease, rent, timeshare, make available for service bureau use, distribute, disclose, permit access to, or transfer to any third party, any portion of the Service and/or the Content, whether for profit or without charge;
Store, reproduce, distribute, transmit, modify, adapt, perform, display (including by "framing"), publish or sell the Service and/or any Content;
Translate, reverse engineer, disassemble, decompile, discover, or modify the Service or TRC's and/or any of its licensors’ software;
Remove any copyright and other proprietary notices placed upon the Service or any Content retrieved from the Service;
Circumvent any use-limitation or protection device contained in or placed upon the Service or any Content retrieved from the Service or access or attempt to access any portion of the Service or Content that Subscriber is not authorized to access;
Use any location-restricted Content at any Subscriber location other than the location for which the use of the Content has been authorized;
Use the Service to execute denial of service attacks;
Perform automated searches against TRC's and/or its licensors’ systems (except for non-burdensome federated search services), including automated "bots", link checkers or other scripts, without the prior written permission of TRC;
Use the Service or Content to create products or perform services which compete or interfere with those of TRC or its licensors;
Text mine, data mine or harvest metadata from the Service;
Impair or overburden the Service or any servers or systems associated with the Service;
Download all or parts of the Service in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Service, in any form;
Use the Service in connection with life support systems, medical devices, or any application where failure or malfunction could lead to possible loss of life; or
Access or use the Content or the Service in any jurisdiction or territory other than those jurisdictions or territories for which Subscriber has purchased rights to access or use the Content or the Service pursuant to the Service Order Form.

5. Fees and Payments. Subscriber agrees to pay the fees for the Service shown on the Service Order Form within 30 days of receipt of TRC's invoice unless otherwise specified on the Service Order Form. TRC may increase the fees as permitted in the Service Order Form.

6. Term. Subscriber's access to a particular Service shall continue for the subscription period stated on the Service Order Form, plus any agreed renewal period(s), unless this Agreement is terminated pursuant to Section 7 below (the "Term"). This Agreement shall, unless earlier terminated pursuant to Section 7, continue in force for so long as Subscriber subscribes to at least one Service. Thereafter, the following terms and conditions of this Agreement shall survive: Sections 5, 7, 9(c),9(d),and 10 through 19.

7. Termination. If a party breaches a material term of this Agreement and does not cure the breach within thirty (30) days of its receipt of written notice from the other party specifying the breach, the other party may immediately terminate this Agreement in whole or as to the affected Service. If this Agreement or any Service Order Form is terminated in whole or in part due to Subscriber's breach: (i) TRC will have the right to immediately disable access to any terminated Service; (ii) Subscriber shall destroy any files, information, data or software derived from any terminated Service in its possession or control, and certify destruction upon request; (iii) Subscriber forfeits all prepaid fees; and (iv) TRC reserves the right to pursue all available legal remedies.

8. Remedial Action. Without limiting the above, TRC may suspend delivery of the Service and/or the Content if it reasonably determines that Subscriber and/or its Authorized Users are failing to comply with this Agreement, including without limitation, by not making full and timely payment to TRC, or by increasing the number of Authorized Users or authorized locations without permission. If delivery is suspended, TRC will restore Subscriber's access as soon as Subscriber comes back into compliance with the terms of this Agreement and any applicable Service Order Form. TRC's suspension of the Service and/or the Content is without prejudice to any right, claim or remedy of TRC under this Agreement, including without limitation, TRC's rights under Section 7 above.

9. Specific Content Terms. While appropriate care has been taken in organizing and presenting the Content, unless TRC expressly states otherwise with respect to particular Content, TRC does not warrant or guarantee the correctness, accuracy, or timeliness of the Content. Subscriber acknowledges and agrees that the Content has not been prepared to meet Subscriber's individual requirements; rather, the Content is provided by TRC for general educational and informational purposes only. TRC does not perform any independent analysis or investigation of the Content or any specific information, data or content set forth in the Content. Subscriber and its Authorized Users shall be solely responsible for complying with applicable local, state and federal laws in connection with Subscriber's and its Authorized Users’ use of the Service and/or the Content. Subscriber further acknowledges and agrees that:

SOP Templates.The Content made available via the Service may include certain template documents in the nature of Sterile Compounding Standard Operating Procedures and related data collection forms (collectively, the "SOP Template(s)"). The SOP Templates will be made available to Subscriber in the form of password-protected electronic files in MS Word format which Subscriber may access via a downloadable link. In the event TRC, in its sole discretion, makes updates available to the SOP Templates, Subscriber agrees that on receipt of such notice of updated SOP Templates, Subscriber will replace the previous portions of the SOP Templates that have been updated and will use only the updated SOP Templates thereafter. Any use of a prior version of the SOP Templates once an update has been made available by TRC shall be at Subscriber's sole and exclusive risk and liability. The SOP Templates may be modified by Subscriber only to include the name and any logo of Subscriber and to otherwise customize the SOP Templates to be specifically applicable within Subscriber's organization, including to accurately reflect Subscriber's specific desired practice(s). The SOP Templates may be reproduced for use only for Subscriber's internal business purposes at the authorized location(s) listed in the Service Order Form, and not for any commercial or other purposes or at any other Subscriber locations. The first page of each SOP Template (and all reproductions of the SOP Template, and whether or not the SOP Template has been modified) shall include the following notice, together with all other legends that may be included in the SOP Template, as provided to Subscriber by TRC: "Portions of this SOP Template are proprietary to, and subject to copyright ownership of, Therapeutic Research Center, LLC (or an affiliate) and have been modified by [Subscriber] under license and for limited internal use." Subscriber acknowledges and agrees: (i) that it will inform all its employees who obtain access to the SOP Templates that (A) they may not reproduce, modify, download, publish, disseminate, or transfer, in any form or by any means, any of the SOP Templates except as permitted above, and (B) TRC has disclaimed all warranties and liabilities arising out of the use of the SOP Templates by Subscriber and by any such employees; and (ii) Subscriber will be responsible and liable to TRC for any violation of such use restrictions or for any claims made by such employees or by any third parties against TRC (or an affiliate) with respect to the SOP Templates.
CE Content. The Content may include certain web-based continuing educational tools and/or modules (“CE Content”). The CE Content may be used by Subscriber and/or its Authorized Users to meet continuing education requirements or to comply with professional certifications or standards (collectively, “Standard(s)”).Where TRC indicates that the CE Content complies with a particular Standard, TRC will use commercially reasonable efforts to ensure such compliance; however, neither TRC nor any of its licensors warrant or guaranty such compliance. In the event of any failure of the CE Content to comply with such Standards, Subscriber acknowledges and agrees that TRC’s sole and exclusive responsibility, and Subscriber’s sole and exclusive remedy, shall be for TRC to: (i) correct the CE Content such that the CE Content complies with the identified Standard(s); or (ii) terminate Subscriber’s subscription to access and/or use the non-compliant CE Content, in which case, TRC will refund to Subscriber, on a pro-rata basis, any fees prepaid by Subscriber but unearned by TRC as of the date on which TRC terminates Subscriber’s subscription rights.
Medical Content. The Service may include content and information regarding drugs and medications, as well as medical procedures or treatments(“Medical Content”).Neither TRC nor its licensors provide the Medical Content for purposes of providing medical diagnosis or treatment advice or recommendations. Subscriber acknowledges and agrees that neither TRC nor any of its licensors are endorsing or advocating the use of any particular product, procedure, treatment, pharmaceutical or medication described in the Medical Content. TRC and each of its licensors expressly disclaim responsibility for any consequence of the use or misuse of any such product, procedure, treatment, pharmaceutical or medication due to any errors or other inaccuracies in the Medical Content. With respect to any products, medications or pharmaceuticals described in the Medical Content, additional information on any such products, medication or pharmaceuticals may be obtained from the applicable manufacturer or supplier.
Regulatory and Compliance Content. The Service may include pharmacy law, regulatory, and compliance information, including without limitation, forms, analyses and information regarding laws, regulations, and proposed legislation (“Regulatory and Compliance Content”). The Regulatory and Compliance Content is informational in nature and is not intended to and shall not be used as legal advice. No attorney-client relationship is formed between Subscriber or any of its Authorized Users and TRC as a result of TRC’s provision of, or Subscriber’s or any of its Authorized User’s access to and use of, the Regulatory and Compliance Content. TRC and each of its licensors expressly disclaim responsibility for any consequence of the use or misuse of the Regulatory and Compliance Content. Subscriber and its Authorized Users access and use the Regulatory and Compliance Content at their own risk, and further acknowledge and agree that neither Subscriber nor any of its Authorized Users should act or refrain from acting on the basis of any information included in the Regulatory and Compliance Content without first seeking legal advice from counsel in the relevant jurisdiction.
Third Party Materials. The Service may display or make available, and the Content may include, third party content (including data, information, applications and other products services and/or materials) or provide links to third party websites or services (collectively, "Third Party Materials"). Subscriber acknowledges and agrees that except as otherwise set forth in this Agreement or where TRC expressly states otherwise, TRC is not responsible for the Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. TRC does not assume and will not have any liability or responsibility to Subscriber, its Authorized Users, or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to Subscriber and Subscriber and its Authorized Users access and use them entirely at their own risk and subject to such third parties' terms and conditions.

10. Intellectual Property Rights.

The Service and the Content are the sole and exclusive property of TRC and/or its licensors, and are protected by copyright and other intellectual property rights laws. Except for the rights expressly granted by TRC to Subscriber in this Agreement, this Agreement grants no right, title, or interest in the Service, the Content, or any copyright, patent, trademark, trade secret, or any other intellectual property rights or other proprietary rights associated therewith or embodied therein. Subscriber does not acquire any intellectual property ownership or other rights in the Service (including without limitation, any associated software, systems, documentation) or the Content, whether by implication, estoppel or otherwise. All such rights and interests remain with TRC and its licensors.
The Service may permit Subscriber or its Authorized Users to input into the Service certain data and other information regarding Subscriber's or the Authorized User's use of the Service and/or the Content ("Subscriber Data"). While the Subscriber Data is and shall at all times remain the property of Subscriber, Subscriber agrees that:
1. Subscriber hereby grants to TRC and/or its licensors, during any period of time in which TRC makes the Service and/or the Content available to Subscriber and/or its Authorized Users hereunder, a royalty-free, fully-paid, non-exclusive license to use the Subscriber Data in connection with TRC's and/or its licensors’ maintenance, operation, and provision of the Service and/or the Content.
2. TRC and/or its licensors shall have the unlimited and unrestricted right to obtain, maintain, use, distribute, disclose, exploit and/or commercialize the Subscriber Data for any lawful purpose so long as such Subscriber Data has been de-identified and/or aggregated with other data such that neither Subscriber nor the applicable Authorized User can be identified as the source of the Subscriber Data.
3. For any Subscriber Data that constitutes or includes personal data, TRC will process such personal data in accordance with its privacy policy, accessible here.
Any comments, feedback, suggestions, or ideas ("Feedback") Subscriber provides to TRC either through or independent of the Service may be used by TRC, as determined in its sole and absolute discretion. While Subscriber may continue to own all rights in the Feedback, Subscriber hereby grants to TRC a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.

11. Service Levels. If the Service or Content is hosted by TRC, TRC will use commercially reasonable efforts to provide access to the Service on an uninterrupted basis (except for regularly scheduled maintenance) and free from viruses or other harmful software. TRC shall not be liable for any failure or delay or interruption in the Service due to failure of any equipment or telecommunications networks, or for failures resulting from any cause beyond TRC's reasonable control. Subscriber is responsible for providing all required information for account set up and activation, and for any telecommunications connections and related third-party charges.

12. Disclaimer.

THE SERVICE AND THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE." TRC AND ITS LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND RELATING TO THE SERVICE AND/OR THE CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY, CURRENCY, OR COMPLETENESS OF THE SERVICE, THE CONTENT OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICE, EVEN IF ASSISTED BY TRC. TRC SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPATIBILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY TRC WITH THE SERVICE AND PROVIDES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE SERVICE.
WHILE TRC HAS USED COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE CONTENT IS MATERIALLY UP TO DATE AND RELIABLE, TRC ASSUMES NO LIABILITY FOR THE CONTENT, INCLUDING WITHOUT LIMITATION, ITS ACCURACY, TIMELINESS, CORRECTNESS, COMPLETENESS, RELIABILITY, SUFFICIENCY, OR CURRENTNESS. IN USING THE CONTENT, EACH AUTHORIZED USER AGREES TO EXERCISE HIS OR HER OWN INDEPENDENT SKILL, EXPERIENCE, KNOWLEDGE AND PROFESSIONAL JUDGMENT IN MAKINGLEGAL,CLINICAL, TREATMENT AND/OR PRESCRIPTION DECISIONS(OR WHERE APPLICABLE, TO SEEK APPROPRIATE PROFESSIONAL, MEDICAL OR LEGAL ADVICE IN MAKING SUCH DECISIONS),AND AS SUCH, THE SOLE RISK OF USING THE CONTENT ISWITH SUBSCRIBER AND/OR ITS AUTHORIZED USERS. NO SALESPERSON OR OTHER TRC REPRESENTATIVE INVOLVED IN THE DISTRIBUTION OF THE SERVICE IS AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICE OR THE CONTENT BEYOND THOSE CONTAINED IN THIS AGREEMENT. ORAL STATEMENTS DO NOT CONSTITUTE REPRESENTATIONS OR WARRANTIES, SHALL NOT BE RELIED UPON BY SUBSCRIBER, AND ARE NOT A PART OF THIS AGREEMENT.

13. Limitations of Liability. THE MAXIMUM LIABILITY OF TRC AND/OR ITS LICENSORS ARISING OUT OF OR RELATING TO THE SERVICE, THE CONTENT AND/OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, FOR INDEMNITY, SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY TRC FROM SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR WHICH SUCH DAMAGES ARE ALLEGED TO BE OWED. IN NO EVENT SHALL TRC AND/OR ITS LICENSORS BE LIABLE TO SUBSCRIBER OR ITS AUTHORIZED USERS FOR: (i) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES; (ii) ANY CLAIM RELATED TO SUBSCRIBER'S OR ITS AUTHORIZED USERS' USE OF COVER IMAGES OR USER-GENERATED CONTENT PROVIDED AS PART OF THE SERVICE; OR (iii) ANY CLAIM RELATED TO THE UNAUTHORIZED USE OF THE SERVICE AND/OR THE CONTENT.

14. Indemnity.

TRC will defend at its own expense any claim, action, demand or suit ("Action") brought against Subscriber and/or its Authorized Users by a third party to the extent that the Action arises out of or relates to the Service directly infringing any copyright owned by such third party. TRC will pay those costs and damages finally awarded against Subscriber and/or its Authorized Users in any such Action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of the Action. Notwithstanding the foregoing, TRC will have no obligation with respect to any infringement claim based upon: (i) the use of the Service other than as authorized in this Agreement; (ii) the combination of the Service with or into other products or services not approved by TRC; or (iii) the modification, alteration or change to the Service other than by TRC. TRC's indemnity obligations are further subject to and conditioned on Subscriber providing TRC prompt written notice of any such infringement Action of which it becomes aware, and Subscriber further providing TRC the right to direct and control the investigation, defense and settlement of any such infringement Action.
Subscriber agrees to indemnify, defend and hold harmless TRC, its licensors, affiliates, successors and assigns, and each of their respective officers, directors, members, agents, contractors, and representatives, from and against any and all losses, liabilities, suits, actions, obligations, fines, damages, judgments, penalties, claims, causes of action, charges, costs and expenses (including, but not limited to, attorneys' fees, disbursements and court costs prior to trial, at trial and on appeal) arising out of or related to: (i) Subscriber's breach of this Agreement; (ii) Subscriber's use of the Service and/or the Content other than as authorized in this Agreement; or (iii) the negligence or more willful misconduct of Subscriber.

15. Entire Agreement. This Agreement, including the Service Order Form, constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes all previous and contemporaneous agreements between the parties with respect to the same subject matter and may not be amended, except in a writing signed by the parties. The parties intend that the express terms and conditions contained in this Agreement, including the Service Order Form, exclusively govern and control the parties' respective rights, obligations and responsibilities with respect to the Service. If any terms or conditions contained in any purchase order, acknowledgment, invoice, or similar document issued by Subscriber hereunder conflict with or are otherwise different from or in addition to the terms and conditions of this Agreement, the terms and conditions of this Agreement will govern and control. Any such contrary, different, or additional terms contained in any purchase order, acknowledgment, invoice, or similar document issued by Subscriber hereunder are hereby automatically rejected by TRC.

16. Governing Law; Venue. This Agreement shall be governed by, construed and enforced according to the laws of the State of California, without regard to its conflict or choice of law principles. Any action arising out of or relating to this Agreement shall be brought only in the state courts located in San Joaquin County, California, and the federal courts located in Sacramento, California, and the parties expressly consent to such courts' exclusive jurisdiction and irrevocably waive any objection with respect to the same, including any objection based on forum non conveniens. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY FURTHER WAIVES THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. EACH PARTY MAY ONLYBRINGCLAIMS AGAINST THE OTHER IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

17. Assignment. Subscriber shall not assign or otherwise transfer this Agreement or any of Subscriber's rights and obligations under this Agreement, without TRC's prior written consent. TRC may assign this Agreement without Subscriber's consent in connection with a merger, reorganization, acquisition or sale of all or substantially all of TRC's equity or assets. Any assignment or transfer in violation of this Section will be null and void ab initio.

18. Third Party Beneficiaries. Subscriber acknowledges and agrees that TRC’s licensors may be third party beneficiaries under this Agreement having the right, but not the obligation, to enforce this Agreement in accordance with its terms. Except as set forth in the preceding sentence and in Section 14(b) above, there are no third party beneficiaries to this Agreement.

19. General. The parties agree as follows: (i) no waiver will be binding on a party unless it is in writing and signed by the party making the waiver and a party's waiver of a breach of a provision of this Agreement will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision; (ii) the parties will have all remedies available to them at law or in equity; (iii) if any term or provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the term or provision in any other respect and of the remaining provisions of this Agreement will not be impaired; and (iv) both parties have full power and authority to enter into and perform this Agreement, and the representatives entering into this Agreement on behalf of the parties have been previously authorized and empowered to enter into this Agreement.