Terms and Conditions of Sale

CREDO - GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS

LAST UPDATED:  NOVEMBER 13, 2018

1. Applicability.
   • (a) These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the goods ("Goods") by the seller named on the accompanying confirmation, invoice, or similar form ("Credo") to the buyer named on the accompanying confirmation, invoice, or similar form ("Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
   • (b) The accompanying confirmation of sale, invoice, or similar form (the "Sales Confirmation" and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Acceptance and/or fulfillment by Credo of any order placed by Buyer is made only on the express condition that this Agreement shall govern. This Agreement prevails over any of Buyer's terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms, and any additional or different terms proposed by Buyer are hereby deemed material, are objected to, and are rejected by Credo unless specifically accepted in a hand-signed writing by an authorized representative of Credo. Buyer’s acceptance of this Agreement and only this Agreement is an express condition to the sale of the Goods, and Buyer’s purchase of the Goods constitutes such acceptance. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

2. Order Approval. No order will be binding on Credo unless and until the Buyer receives a written or electronic acknowledgement accepting the order. Orders must specify delivery dates within six (6) months from order date unless otherwise agreed in writing by Credo. Minimum order and/or minimum packaging quantity requirements may apply.

3. Delivery.
   • (a) Credo will endeavor to ship for delivery on the date set forth on the Sales Confirmation (the “Delivery Date”) and if Credo is unable to deliver the Goods within a reasonable time of such date, the parties may agree to alternative arrangements, but in the absence of such an agreement Buyer’s sole remedy is to cancel such portion of its order as Credo cannot timely deliver. Delivery delay will not relieve the Buyer of its obligations to pay for Goods or to accept subsequent deliveries. Credo shall not be liable for any delays, loss or damage in transit.
   • (b) Unless otherwise agreed in writing by the parties, Credo shall deliver the Goods to the location set forth on the Sales Confirmation (the "Delivery Point") using Credo's standard methods for packaging and shipping such Goods. Credo’s delivery obligations shall be deemed discharged when it places the Goods at Buyer’s disposal at the Delivery Point. Buyer shall take delivery of the Goods within five (5) days of Credo's written notice that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
   • (c) Credo may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.
   • (d) If for any reason Buyer fails to accept delivery of any of the Goods by the date set forth in Section 3(b), or if Credo is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Credo, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
   • (e) Buyer may reschedule the Delivery Date up to sixty (60) calendar days before the original Delivery Date (but no later than the shipment of the Goods). No such reschedule may set a new Delivery Date earlier than the old Delivery Date, or more than sixty (60) calendar days later than the original Delivery Date, without the written consent of Credo. Buyer may incur charges for rescheduling the Delivery Date, or for order cancellation. Buyer may not cancel orders or return Goods except as expressly provided in these Terms.
   • (f) In the event of shipment errors, such as incorrect Goods, quantity, or shipment to incorrect Delivery Point, Buyer must notify Credo within thirty (30) days of invoice date. Credo will then verify the claim and correct the error within a reasonable time.

4. Quantity. If Credo delivers to Buyer a quantity of Goods of up to 10% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Confirmation adjusted pro rata.

5. Shipping Terms. Delivery shall be made FCA (Incoterms 2010) Credo’s point of shipment, unless Credo expressly agrees otherwise in writing. Buyer is importer of record and is responsible for all import duties, taxes, and any other expenses incurred, or licenses or clearances required.

6. Title and Risk of Loss. Subject to Section 3(d) above, risk of loss passes to Buyer upon delivery of the Goods at Credo’s point of shipment. Subject to Section 8 below, title passes to Buyer at the later of (a) delivery of the Goods to the Delivery Point, or (b) receipt of payment in full by Credo. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Credo a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.

7. Buyer's Acts or Omissions. If Credo's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Credo shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

8. Proprietary Rights. Subject to the terms and conditions of this Agreement, Credo hereby grants to Buyer a nonexclusive, nontransferable (except as permitted herein), nonsublicensable, revocable, royalty free license to use the computer software programs embedded in the Goods provided hereunder and any underlying technology (including, without limitation, any object and/or source code) integrated or incorporated therein (collectively, the “Firmware”) to the extent and only as embedded on and/or integrated in the Goods, solely in connection with Buyer’s operation of the Goods as integrated and/or incorporated into Buyer’s applications, and in accordance with any related documentation. Buyer shall not, and shall not attempt or permit any third party to, copy, prepare derivative works of, modify, merge with other technologies, reverse engineer, decompile, disassemble, repair, sublicense, offer as a service bureau, derive the source code from, or otherwise learn the trade secrets embodied in, any portion of the Firmware, except to the extent such a restriction is not permitted by applicable law.  Buyer may make a one-time permanent transfer of the license granted above in this Section 8 solely to Buyer’s customers who purchase Buyer’s applications which integrate and/or incorporate the Goods; provided, that, (a) Buyer does not retain any copies of the Firmware, full or partial, including copies stored on a computer or other storage device, and (b) such applications are accompanied by binding terms of purchase or other agreement that contain the restrictions and proprietary rights regarding use of the Firmware which are no less protective as those herein. Buyer’s use of any Credo software products (“Software”) for which Buyer has purchased a license from Credo, will be subject to the terms of Credo’s end user license agreement entered into between Buyer and Credo for the applicable Software (the “License Agreement”). In the event of any conflict, ambiguity, or inconsistency between these Terms and the applicable License Agreement, the terms of the License Agreement shall govern for Software and related documentation.  Notwithstanding anything to the contrary herein, Credo and its affiliates and suppliers own and retain all right, title, and interest in and to (i) the Firmware, Software, and documentation (including any copies, modifications, updates, and improvements thereof) and all intellectual property rights thereto, and (ii) all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and to the Goods (clauses (i) and (ii) collectively referred to as, “Credo IP”). Any rights not expressly granted by Credo in this Agreement are reserved. Buyer acknowledges and agrees that Buyer acquires no ownership interest in any Credo IP. No implied licenses are granted by Credo.

9. Inspection and Rejection of Nonconforming Goods.
   • (a) Buyer shall inspect the Goods within 10 days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Credo in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Credo. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
   • (b) If Buyer timely notifies Credo of any Nonconforming Goods, Credo shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit to Buyer’s account the Price for such Nonconforming Goods. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to such location as may be specified in writing by Credo in its reasonable discretion. If Credo exercises its option to replace Nonconforming Goods, Credo shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.
   • (c) Buyer acknowledges and agrees that the remedies set forth in Section 9(b) are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 9(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Credo.

10. Price.
    • (a) Buyer shall purchase the Goods from Credo at the price(s) (the "Price(s)") set forth in the Sales Confirmation. The Price(s) exclude delivery charges.
    • (b) All Prices are exclusive of all sales, use and excise taxes, GST, VAT, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Credo's income, revenues, gross receipts, personnel or real or personal property or other assets. If Buyer claims an exemption from tax, Buyer must provide a certificate of exemption.

11. Payment Terms.
    • (a) Buyer shall pay all invoiced amounts due to Credo within 30 days from the date of Credo's invoice. Buyer shall make all payments hereunder by wire transfer and in US dollars.
    • (b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Credo for all costs incurred in collecting any payments, including, without limitation, reasonable attorneys' fees. In addition to all other remedies available under these Terms or at law (which Credo does not waive by the exercise of any rights hereunder), Credo shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 30 days following written notice thereof.
    • (c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Credo, whether relating to Credo's breach, bankruptcy or otherwise.

12. Limited Warranty.
    • (a) Credo warrants to Buyer that for a period of one (1) year from the date of shipment of the Goods ("Warranty Period"), that such Goods will be free from material defects in material and workmanship. This warranty extends only to Buyer and not to indirect purchasers or users.
    • (b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12(a), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.   
    • (c) Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 12(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    • (d) Credo shall not be liable for a breach of the warranty set forth in Section 12(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Credo within fifteen (15) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Credo is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Credo) returns such Goods to Credo's place of business at Credo's cost for the examination to take place there; and (iii) Credo reasonably verifies Buyer's claim that the Goods are defective.
    • (e) Credo shall not be liable for a breach of the warranty set forth in Section 12(a) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect was caused by neglect, misuse, or mistreatment by an entity other than Credo, including improper installation or testing; (iii) Buyer alters or repairs such Goods without the prior written consent of Credo; (iv) Buyer has not fully and timely paid for the Goods which are the subject of the alleged breach; or (v) Buyer has not otherwise performed or complied with any of these Terms, in whole or in part, including, without limitation, breach or violation of Section 8.
    • (f) Subject to Section 12(d) and Section 12(e) above, with respect to any such Goods during the Warranty Period, Credo shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit to Buyer’s account the price of such Goods at the pro rata contract rate provided that, if Credo so requests, Buyer shall, at Credo's expense, return such Goods to Credo.
    • (g) THE REMEDIES SET FORTH IN SECTION 12(f) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(a).

13. Limitation of Liability.
    • (a) IN NO EVENT SHALL CREDO BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, DOWNTIME COSTS, RETESTING COSTS, LABOR COSTS, RESTORATION COSTS, COST OF COVER, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CREDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • (b) IN NO EVENT SHALL CREDO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY RECEIVED BY CREDO FOR THE GOODS SOLD UNDER THE RELEVANT SALES CONFIRMATION.
    • (c) The limitation of liability set forth in Section 13(b) above shall not apply to (i) liability resulting from Credo's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Credo’s acts or omissions.
    • (d) THE REMEDIES IN THESE TERMS ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES.

14. Intellectual Property Indemnification.
    • (a) Credo will defend or settle any claim against Buyer that Goods delivered subject to these Terms infringe any U.S. patent, provided that Buyer promptly notifies Credo in writing, and cooperates with and provides control of the defense and settlement, to the extent legally permissible. As part of such defense or settlement, Credo may (i) obtain a license enabling Buyer to continue use of the Goods; (ii) replace or modify the Goods to be non-infringing, provided that the material functionality is not compromised, or (iii) cease selling the infringing Goods (including cancelling any outstanding orders) without breaching these Terms. THIS STATES CREDO’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT AND IS IN LIEU OF ALL OTHER WARRANTIES IN RESPECT THEREOF, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
    • (b) Credo shall have no obligations under Section 14(a) (i) if the Delivery Date for the Goods was twenty four (24) months or more before notice of the claim was provided to Credo, (ii) if payment for the Goods implicated in the claim was not (or has not been) fully and promptly made, (iii) unless Buyer promptly provides all evidence in Buyer’s possession, custody, or control to Credo.
    • (c) Credo shall have no obligations under Section 14(a), and Buyer will defend, indemnify, and hold Credo harmless against any claim which (i) arises from any willful act of the Buyer (including without limitation any claim or proceeding initiated by Buyer, settlement or compromise made by Buyer without Credo’s consent, or infringement occurring after Buyer has received notice of the infringement allegations), or (ii) is based on or arises from (A) use or combination of the Goods with products not supplied by Credo, or (B) modification of the Goods.

15. Buyer’s Applications.
    • (a) Buyer is solely responsible for the design, validation, and testing of its applications as well as for compliance with all legal, regulatory, and safety-related requirements concerning its applications. Industry best practices may require that the Buyer conduct tests on real-world applications (which account for environmental or other conditions). Buyer represents that, with respect to its applications, it has all the necessary expertise to create and implement procedures that anticipate and monitor failures and their potentially dangerous consequences, and to develop appropriate mitigation measures. Buyer agrees that it will thoroughly test the functionality of the Goods in its applications prior to using or distributing any applications incorporating the Goods.
    • (b) Unless Credo has explicitly designated the Goods as meeting the requirements of a particular industry standard, Credo is not responsible for any failure to meet such standards.
    • (c) Buyer may not use any Goods in life-critical medical equipment unless authorized officers of Credo and Buyer have executed a contract specifically governing such use. Life-critical medical equipment is medical equipment where failure of such equipment would cause serious bodily injury or death including, without limitation, life support, pacemakers, defibrillators, heart pumps, neurostimulators, implants, and all medical devices classified Class III by the US Food and Drug Administration (or equivalent non-US classification), or equipment supporting such medical equipment.
    • (d) Buyer will indemnify, defend, and hold Credo harmless against any damages, costs, losses, and/or liabilities arising out of Buyer’s non-compliance with this Section 15.

16. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Credo may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

17. Termination. In addition to any remedies that may be provided under these Terms, Credo may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Buyer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part, including, without limitation, breach or violation of Section 8; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

18. Waiver. No waiver by Credo of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Credo. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19. Confidential Information. All non-public, confidential or proprietary information of Credo, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Credo to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Credo in writing. Upon Credo's request, Buyer shall promptly return all documents and other materials received from Credo. Credo shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

20. Force Majeure. Credo shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Credo including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

21. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Credo. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. Any merger, acquisition, consolidation, or similar event shall be deemed an assignment for the purposes of these Terms. Credo may assign this Agreement to any affiliate of Credo.

22. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

24. Governing Law. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
25. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Santa Clara, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each party expressly consents to service of process pursuant to the rules of such court. Notwithstanding anything in this Agreement to the contrary, Credo may seek injunctive or other equitable relief in any court of competent jurisdiction to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors, and Buyer hereby submits to the exclusive jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds.

26. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

27. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

28. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Proprietary Rights, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.