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General Terms and Conditions

All computer equipment, peripherals, and network infrastructure devices are procured or maintained and all services are provided subject to the following general terms and conditions, which form an essential part of this Agreement:


Definitions
For purposes of this Agreement, the following capitalized terms mean the following:
"Customer" means the customer engaging Turnkey under this Agreement.
"Documentation" means the manuals, user guides and other published reference materials for the Equipment and Software, as such materials may be updated by Turnkey or the OEM from time to time.
"Equipment" means computers, equipment, peripherals, and network infrastructure devices sold or leased to Customer through Turnkey, or for which Customer engages Turnkey to provide installation, maintenance, support or other services.
"OEM" means the applicable third party manufacturer, licensor or supplier of a Product.
"Products" means, collectively, the Equipment, the Software and the Documentation.
"Services" means installation, maintenance, support and other services provided by Turnkey to Customer under this Agreement. By way of clarification, services of an OEM are Products, not Services, even if resold or supported by Turnkey.
"Software" means any software, middleware and firmware (whether embedded in or installed on the Equipment or provided separately) made available to Customer through Turnkey or for which Customer engages Turnkey to provide installation, maintenance, support or other services.


Warranties; Extended Warranty
Services Warranty. Turnkey warrants that the Services will be performed in a professional and workmanlike manner on a commercially reasonable efforts basis consistent with Turnkey's established policies and procedures. The foregoing warranty is subject to Customer notifying Turnkey promptly, and in any event within thirty (30) days after the date of performance of the nonconforming Services, of a breach of the foregoing warranty, and providing Turnkey with all information and assistance reasonably requested by Turnkey in connection therewith. Upon receiving timely notice of a breach of the foregoing warranty, as Turnkey's entire obligation and Customer's sole and exclusive remedy, Turnkey will use commercially reasonable efforts to re-perform or otherwise remedy the nonconformity.
Products Warranty. All Products are subject to the terms of the respective OEMs and are warranted if at all only as expressly provided by the OEM. To the extent that any Product is warranted by the OEM to Turnkey, Turnkey will use commercially reasonable efforts to enforce such warranty for the benefit of Customer, at Customer's sole expense. Customer will comply with all OEM terms for the Products, including applicable licensing and usage terms and restrictions. Except for any applicable Turnkey extended warranty for Equipment (as noted below), Turnkey does not make any representations or warranties in connection with the Products, and will have no responsibility or liability in connection therewith, even if Turnkey procures, resells or provides any Services in connection therewith.
Extended Warranty. Any extended warranty offered by Turnkey for Equipment and purchased by Customer is limited to repair or replacement of the affected Equipment only, and is subject to OEM availability of replacement parts and stock. Turnkey's and the OEM's standard scope of coverage and warranty exclusions apply. Turnkey reserves the right to replace Equipment and parts with new or refurbished stock, and to substitute models or parts of comparable functionality if the identical model or part is not available. In the event Turnkey is unable to repair or replace Equipment under extended warranty, as Turnkey's entire obligation and Customer's sole and exclusive remedy, Turnkey will refund to Customer the unamortized portion of the extended warranty fee paid for the affected Equipment, calculated by amortizing the original extended warranty fee over the duration of the extended warranty term (prorated for each month or portion thereof).
General Warranties. Each party represents and warrants that it has full right, power and authority to enter into this Agreement, and that the person signing this Agreement is duly authorized and empowered to enter into this Agreement on its behalf.


Additional Terms for Technical Services
Remote Access Authorization. Customer hereby authorizes Turnkey personnel to remotely access Customer's network and computer systems for the purpose of providing the Services. Without limiting the foregoing, Customer authorizes Turnkey personnel to perform any or all of the following: (i) install a software application on Customer's computers that establishes a permanent or session-based remote connection with Turnkey; (ii) assume control of the keyboard and mouse functions of the computer as necessary; (iii) review and make modifications to operating system, network, hardware, software and data files, including the configuration and settings; (iv) install or uninstall drivers, patches, updates, fixes and software applications in accordance with manufacturer, vendor, or Turnkey guidelines and recommendations; (v) perform tests to diagnose problems and confirm corrections; and (vi) take any other actions reasonably necessary for or related to the provision of the Services, or otherwise consented to by Customer.
Data Back-Up Service. Customer data located on Products maintained by Turnkey for which Customer has purchased data back-up services, and within one of the categories of data subject to Turnkey's data back-up program, will be backed up by Turnkey in accordance with its established policies and procedures, as updated from time to time. Although redundancy is employed, Customer acknowledges that no data back-up program is totally free from error. Turnkey does not verify the content of data, and assumes no responsibility for data truncation, alteration, corruption or loss. Customer is solely responsible for the accuracy, quality, integrity, reliability, and suitability of its data, including securing all necessary licenses and permissions therefor. Customer is responsible for maintaining in a safe and secure place any encryption key or other access code supplied by Turnkey; if misplaced or lost, Customer's data may not be recoverable. Customer acknowledges that Turnkey is not and will not be deemed to be the original record keeper or primary custodian of Customer's data. Customer assumes ultimate responsibility and sole risk for using Turnkey's data back-up services.
Anti-Virus and Security. Where Customer has purchased anti-virus and security services, anti-virus and security patches and updates will be applied and related network configuration and other services will be provided by Turnkey in accordance with its established policies and procedures, as updated from time to time. Customer acknowledges that no anti-virus and security program is totally free from error. Turnkey is not the creator of the anti-virus and security programs or patches, and assumes no responsibility for vulnerabilities or shortcomings. Customer further acknowledges that updates will be applied in accordance with Turnkey's prioritization and allocation of resources, and that immediate update upon release should not be expected. Customer assumes ultimate responsibility and sole risk for using Turnkey's anti-virus and security maintenance services.
Data Recovery Services. Where Customer has purchased data recovery services, Turnkey will use commercially reasonable efforts to diagnose and attempt to recover lost, damaged or corrupted data in accordance with its established policies and procedures, as updated from time to time. Customer acknowledges that circumstances vary, not all data is recoverable, and no guarantees are made as to the success of any data recovery effort. Customer will remain liable for payment for services rendered even if all or any portion of Customer's data is not recovered or recoverable. Customer further acknowledges that, depending on the nature of the hardware or data failure, engaging Turnkey or any technician to perform data recovery services could lead to further corruption, damage or loss of Customer's data, software or equipment. Customer assumes ultimate responsibility and sole risk for using Turnkey's data recovery services.
Portal Use. Customer may be provided with access to Turnkey's Web-based portal for purposes of submitting support requests, receiving certain information or otherwise interacting with Turnkey. Each portal user must establish a unique user account. Customer is responsible for designating its portal users, for managing its accounts and for disabling a user's account (either directly or by contacting Turnkey) when portal access is no longer required, including immediately upon termination of such individual's employment with Customer. Customer assumes responsibility for all activities occurring under its user's accounts. Each portal user is responsible for keeping confidential his or her account credentials. Customer will notify Turnkey immediately upon discovering any known or suspected unauthorized access to, misuse of, or breach of security for the portal or its users' accounts.
Additional Terms for Products
Where Customer purchases or leases any Products through Turnkey, the following additional terms will apply:
Order Placement. Customer may order Products through Turnkey from Turnkey's then-current available offerings and at the then-current Turnkey pricing. All orders for Products are subject to Turnkey modification, substitution, cancellation or delay based on changes in availability, pricing or terms from the OEM. Turnkey will use commercially reasonable efforts to coordinate with Customer regarding the status of each order and any changes required in connection therewith. Subject to the foregoing, orders once placed are not subject to cancellation by Customer without the written consent of Turnkey.
Delivery; Shipment. Unless alternative delivery terms are provided by the OEM, all Products are shipped FOB shipping point to the delivery address(es) specified by Customer and approved by Turnkey. Customer is responsible for all costs of freight, handling, insurance and shipping expenses, and bears all risk of loss while in transit. Any amounts paid by Turnkey on Customer's behalf will be reimbursed by Customer. Title to purchased Products (excluding Software) will pass to Customer only after payment in full. Title to leased Equipment and to Software remains with Turnkey or the applicable OEM.
Purchase Money Security Interest. As security for payment of all amounts due, Customer does hereby pledge, deliver and grant to Turnkey a continuing and unconditional first priority purchase money security interest in and to the Products, wherever such collateral is located and whether purchased now or in the future. Customer authorizes Turnkey to file initial financing statements (and amendments and extensions) in any jurisdiction, without Customer's signature, describing the collateral securing Customer's obligations, and containing any other information required under applicable law. Customer appoints Turnkey as its attorney-in-fact to execute any document on its behalf to perfect its security interest and exercise its rights as a secured creditor under applicable law, which appointment is unconditional, irrevocable and coupled with an interest.
Leased Equipment. Customer will protect any and all leased Equipment against theft, loss, damage and destruction and will bear all risk of loss while in its possession, without excuse or defense based on accident, force majeure or other premise. Customer will, at its expense, insure leased Equipment against all risks from every cause whatsoever for not less than the replacement cost thereof when new. Customer may not sell, lease, assign, loan, pledge, mortgage or otherwise encumber leased Equipment in any way. Turnkey may require plates, stencils or markings to be affixed to leased Equipment indicating that Turnkey or the OEM is the owner thereof. In the event Customer fails to return leased Equipment in the same condition as delivered (ordinary wear and tear excepted), without limiting any other rights or remedies, Turnkey may deem such Equipment sold to Customer and invoice Customer for the full replacement cost of such Equipment when new.

Termination; Effects of Termination
By Customer. Customer may terminate this Agreement (a) if Turnkey materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice from Customer stating the basis for the breach, and the steps reasonably requested to be taken in order to cure such breach, or (b) as otherwise may be expressly provided for in this Agreement or the applicable order. Notwithstanding the foregoing, where cure during such thirty (30) day period is not possible, the cure period will be extended for so long as Turnkey works diligently and in good faith to remedy such breach.
By Turnkey. Turnkey may terminate this Agreement: (a) if Customer defaults on its payment obligations to Turnkey and/or the OEM, and fails to become current (including payment of any applicable late fees and interest) within fifteen (15) days after receiving written notice of delinquency; (b) if Customer materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (c) if Customer materially breaches, defaults under or violates the applicable terms of an OEM; (d) with respect to any particular Product or Service, if Turnkey's relationship with an OEM is discontinued, or the Product or Service is no longer made available through or supported by Turnkey; (e) if Customer ceases operating as a going concern, becomes or is declared insolvent, makes a general assignment for the benefit of creditors, suffers a receiver to be appointed for it, enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, files a voluntary petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it, which petition is not dismissed with prejudice within sixty (60) days after filing; (f) after the initial service enrollment period, for convenience at any time upon not less than thirty (30) days' prior written notice to Customer; or (g) as otherwise may be expressly provided for in this Agreement or the applicable order. Turnkey may suspend the provision of any or all Products and Services pending Customer's cure of any breach, default or violation and/or condition its continued performance on the receipt of reasonable further assurances from Customer.
Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) Turnkey will cease providing the Services; (b) Customer will remain responsible for payment on all Products ordered prior to the date of termination, except to the extent such orders are cancelled by Turnkey (and in any event, subject to all applicable cancellation and restocking fees and charges); and (c) Customer will remain responsible for payment on all Services ordered prior to the date of termination in accordance with the pricing and payment terms set forth in this Agreement. Turnkey is authorized to access Customer's premises and systems and resort to "self help" if necessary for purposes of uninstalling and retrieving Turnkey or OEM materials that do not belong to Customer, including repossession of Products ordered through Turnkey for which Customer has failed to pay in full. The General Terms and Conditions of this Agreement, and any other rights and obligations which by their terms or nature are intended to survive, will survive the expiration or termination of this Agreement for any reason, and will be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

Payment; Late Payment
All Products and Services will be billed at Turnkey's then-current pricing and rates, with payment for any amounts not charged to Customer's card on file due promptly and no later than fifteen (15) days after the date of invoice. All amounts are stated and payable in U.S. Dollars, and except as otherwise expressly stated herein, are non-refundable. The fees are exclusive of travel, lodging and other expenses for on-site services. Customer agrees to reimburse Turnkey for any such expenses as reasonably incurred. The fees are exclusive of any taxes or duties associated with the Products and Services, however designated or levied in any jurisdiction by any taxing authority. Customer is solely responsible for all such taxes, excluding taxes based on Turnkey's net income. If applicable, Customer will provide evidence of tax-exempt status prior to the first payment becoming due. Turnkey reserves the right to charge interest on overdue amounts at the rate of one and one half percent (1.5%) per month (eighteen percent (18%) per annum), or such lesser maximum rate as may be permitted by applicable law, accruing from the due date until the date paid. In the event any overdue amount requires collection efforts, Customer agrees to pay Turnkey's attorneys' fees and other reasonable costs of collection.


Proprietary Rights
The Products and Services comprise the confidential and proprietary information and materials of Turnkey and its suppliers (including the OEMs), and constitute valuable trade secrets. Customer will maintain the Products, the Services and all confidential, proprietary and non-public information of Turnkey and its suppliers in confidence, exercising at least the same degree of care that Customer uses to safeguard its own information, but no less than reasonable care. Customer will not access, use or disclose the Products, the Services or any confidential, proprietary or non-public information of Turnkey or its suppliers for any purpose not expressly authorized by this Agreement. Turnkey and its suppliers will retain exclusive ownership of the copyrights, patents, trademarks and other intellectual property, industrial and proprietary rights of any nature throughout the world embodied in and appurtenant to the Products and Services, in every form and medium, even if Customer requests, pays for, or provides any suggestions or feedback in connection therewith. Customer will not remove, alter or obscure any copyright, trademark or other proprietary notices of Turnkey or its suppliers on the Products or Services. Notwithstanding any use of the terms "purchase," "sell" or similar terms, all Software is licensed, not sold. All rights and licenses not expressly granted to Customer are reserved by Turnkey and its suppliers.


DISCLAIMER
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE GENERAL TERMS AND CONDITIONS, THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. TURNKEY HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND QUIET ENJOYMENT. TURNKEY DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM VIRUSES OR OTHER MALICIOUS CODE, TOTALLY SECURE, OR MEET CUSTOMER'S BUSINESS OR TECHNICAL REQUIREMENTS. THE PRODUCTS AND SERVICES MAY BE SUBJECT TO TRANSMISSION ERRORS, DELIVERY FAILURES, DELAYS AND OTHER LIMITATIONS INHERENT IN THE USE OF TECHNOLOGY, THE INTERNET AND ELECTRONIC COMMUNICATIONS. TURNKEY DOES NOT GUARANTEE THE AVAILABILITY OF THE PRODUCTS AND SERVICES, AND WILL NOT BE LIABLE FOR ANY PERIODS OF INACCESSIBILITY OR INOPERABILITY. NO EMPLOYEE OR AGENT OF TURNKEY HAS AUTHORITY TO MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO REPRESENTATIONS OR WARRANTIES BY TURNKEY, WRITTEN OR ORAL, OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THESE GENERAL TERMS AND CONDITIONS.
LIMITATIONS ON LIABILITY
IN NO EVENT WILL TURNKEY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCTS, THE SERVICES, OR CUSTOMER'S USE OF OR INABILITY TO USE THE FOREGOING, INCLUDING LOST BUSINESS OR PROFITS, BUSINESS INTERRUPTION OR DOWNTIME, LOSS OF INFORMATION OR DATA, OR COST OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS OR SERVICES. THE TOTAL CUMULATIVE LIABILITY OF TURNKEY ARISING OUT OF AND RELATED TO THIS AGREEMENT, THE PRODUCTS, THE SERVICES, AND CUSTOMER'S USE OF OR INABILITY TO USE THE FOREGOING WILL NOT, REGARDLESS OF THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED THE LESSER OF: (A) THE FEES PAID BY CUSTOMER TO TURNKEY IN RESPECT OF THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM(S); OR (B) THE TOTAL FEES PAID BY CUSTOMER TO TURNKEY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM. THE LIMITATIONS ON LIABILITY IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THIS AGREEMENT, AND WILL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.


Customer Responsible for Its Business Operations
Customer acknowledges that, although Turnkey is making available certain technology services, Turnkey is not the manufacturer of the Products or the supplier directly or indirectly of any dental or health care services. The Services do not constitute legal, accounting, tax or medical advice, and are not meant to replace or act as a substitute for Customer's good business judgment, or Customer's internal record keeping, business continuity, privacy, security or other legal, contractual or fiduciary obligations. Customer will indemnify, defend and hold Turnkey harmless from and against any and all claims, demands, suits, damages, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting in whole or in part from Customer's use or misuse of the Products or receipt of the Services, the input, processing and storage of Customer's data, Customer's violation or breach of this Agreement, the provision of dental or other services by or through Customer, or any claims (whether or not bona fide) by Customer's patients, their legal representatives or other third parties in connection therewith; provided, however, Customer will have no indemnification obligation for any claim or liability resulting from and attributable solely to the gross negligence or willful misconduct of Turnkey or its personnel.


Binding Arbitration
Any dispute, claim or controversy arising out of or related to the Products, the Services or this Agreement, or the validity, construction, breach or enforcement hereof, whether in contract, tort or otherwise (a "Dispute"), whether between Turnkey and Customer and/or their heirs, successors or permitted assigns, upon written demand of either party, will be submitted to and resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules; provided, however, nothing contained herein will limit or delay a party's right to obtain injunctive or other non-monetary equitable relief or to compel a party's express contractual indemnification obligations under this Agreement in any court of competent jurisdiction. The arbitration will be conducted in English in accordance with the substantive laws of the State of Missouri, U.S.A. before a single, neutral arbitrator with experience conducting arbitrations in the field of commercial or technology services contracts, pursuant to a protective order issued by the arbitrator that requires the parties to maintain the confidentiality of the arbitration proceeding and all activities occurring and documents exchanged in connection therewith. In order to reduce costs, the arbitration will be conducted by telephonic and/or video conference between and among the arbitrator, the parties and their counsel. Any required in-person hearings will be conducted in St. Louis, Missouri. Each party will be responsible for advancing half the filing fee, arbitrator's fees and similar expenses directly related to the arbitration, specifically excluding the other party's legal fees and similar costs. The prevailing party in the arbitration will be entitled to recovery of its advanced portion of such arbitration costs, together with its reasonable legal and other expenses incurred in connection with the arbitration, in addition to any other relief that it may receive. The award of the arbitrator will be accompanied by a statement of the reasons upon which the award is based, and will be final and non-appealable. No award may provide a remedy beyond those permitted under this Agreement. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. The Federal Arbitration Act (Title 9 of the United States Code) will apply to the construction, interpretation and enforcement of this arbitration provision.
ALL DISPUTES, CLAIMS AND CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE VALIDITY, CONSTRUCTION, BREACH OR ENFORCEMENT HEREOF, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND WHETHER AS PART OF AN ARBITRATION, COURT OR OTHER PROCEEDING, WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL OR OTHER ACTION, UNLESS BOTH PARTIES TO AN ARBITRATION SPECIFICALLY AGREE TO DO SO FOLLOWING INITIATION OF SUCH ARBITRATION.
Miscellaneous
Governing Law. This Agreement will be governed and interpreted for all purposes by the laws of the State of Missouri, U.S.A., without reference to any conflict of laws principles that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as enacted by any jurisdiction) do not and will not apply to this Agreement, and are hereby specifically excluded.
Notices. All notices under this Agreement will be in the English language and in writing, and unless otherwise stated herein, will be delivered personally or by postage prepaid certified mail or express courier service, return receipt requested. Notices should be directed to the attention of Turnkey's President at its corporate headquarters address or in the case of Customer, to the most current address on file. Either party may change its address for notices from time to time by providing written notice of such change to the other party in the foregoing manner.
Assignments. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other party, not to be unreasonably withheld. Any attempted assignment in violation of the foregoing will be null and void from the beginning and without effect. Notwithstanding the foregoing, Turnkey may fulfill its duties under this Agreement through its affiliates and appropriate and qualified subcontractors, and may assign this Agreement in its entirety to a successor in interest in connection with Turnkey's merger, acquisition, corporate reorganization, or sale of all or substantially all of its business to which this Agreement relates.
Relationship; Third Party Beneficiaries. The parties hereto are independent contractors. Nothing in this Agreement will be deemed to create any agency, employment, partnership, fiduciary or joint venture relationship between the parties, or to give any third party any rights or remedies under or by reason of this Agreement; provided, however, the disclaimers, limitations on liability and indemnification protections under this Agreement will extend to Turnkey and its directors, officers, shareholders, employees, agents and affiliates.
Amendment; Waiver. This Agreement may be amended only by a written instrument executed by a duly authorized representative of each party. No right or obligation will be waived by any act, omission or knowledge of a party, except by an instrument in writing expressly waiving such right or obligation and signed by an authorized representative of the waiving party. Any waiver on one occasion will not constitute a waiver on subsequent occasions.
Severability; Construction. If any provision of this Agreement is determined to be unenforceable under applicable law, such provision will be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from this Agreement if such amendment is not possible, and the remaining provisions of this Agreement will continue in full force and effect. The headings in this Agreement are for reference purposes only, and will not affect the meaning or interpretation of this Agreement. The term "including" as used herein means "including without limitation." The terms "herein," "hereto" and "hereof" refer to this Agreement as a whole, not any particular section.
Counterparts; Facsimile. This Agreement and any amendment hereto or waiver hereof may be signed in counterparts, each of which will constitute an original, and all of which together will constitute one and the same instrument. Any signature may be delivered by facsimile (including electronic PDF), which will have the same effect as an original signature.
Entire Agreement. This Agreement, including these General Terms and Conditions, sets forth the entire agreement of the parties, and supersedes all prior proposals, agreements and understandings, whether written or oral, pertaining to the subject matter hereof. Where Customer requires a purchase order as part of Customer's procurement process, such purchase order may be issued for administrative purposes only. Any additional or conflicting terms proposed by Customer in any purchase order, acknowledgement, or other writing will not be binding on Turnkey, and are hereby objected to and expressly rejected.