Made with        in

Silicon Slopes

  • White Facebook Icon
  • White LinkedIn Icon
  • White Twitter Icon
  • White Instagram Icon
Links
Company

Copyright  © 2019 Route Inc

Route App Merchant Terms

 

Last Updated: March 27th

 

The purpose of this terms of use agreement (“Terms of Use”) is to set forth the terms and conditions under which Route App Inc. and/or its affiliated companies (collectively, “Route”, “we”, “us” or “our”), make our Internet website (“Site”) and related software-as-a-service platform (“Platform”), as well as any products and services made available thereon, including but not limited to our shipping insurance policies and services (the “Route Policy”),  (collectively, the Site, Platform, Route Policy, and other products and services made available through the Site and Platform, the “Services”) and the content and materials available on the Services (the “Content”) available to merchants (“you” or “your”) and the conditions under which such merchants may have access to and use such Services and Content.  Please read these Terms of Use carefully before using our Services or Content.

 

By accessing or using the Site and/or Services, clicking on a button or taking any other action to signify your acceptance of these Terms of Use, or completing our account registration process, you: (1) agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time through the Site; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Route; and (3) represent that you have the authority to enter into these Terms of Use personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. Except as otherwise provided herein, if you do not agree to be bound by these Terms of Use, you may not access or use the Services.

 

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

 

Route may modify these Terms of Use from time to time and such modification shall be effective: (1) for Users who first use the Site affected by such modification after the posting, upon posting by Route on the Website or (2) for existing Users, thirty (30) days after posting by Route on the Website. If you do not agree to the modification, you must cease your use of the Website.

 

Use of Services and Content

Services. Route develops and makes available to you applications designed to enhance your e-commerce platform. Our Shopify application is built as an add-on to your existing Shopify storefront, offering value-added features. You will now be able to offer your customers the opportunity to add their shipments to the Route Policy (as described in the “Insurance” section below). Route provides software that allows your customers to file a notice of loss and to track the location of their shipments. Upon an election to protect their shipments under the Route Policy, your customers will receive a link to file such notices of loss and to track such shipments.

Registration.  In order to access certain features of the Site and Services, you may be required to become a Registered User.   For the purposes of this Agreement, a “Registered User” is a User who has registered for any Account (as defined below). When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Route immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Route.

Ownership of and License to Use Services and Content. Except as otherwise indicated, our Services and Content, and all rights thereto, are the property of Route and/or our affiliated companies and are protected under U.S. copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved.  Route App and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Route App Inc. and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Subject to these Terms of Use, Route grants you a limited license to install and use the Services solely for the purpose of operating your online store. Any future release, update or other addition to the Services and/or Content shall be subject to these Terms of Use. Route, its suppliers, and its service providers reserve all rights not granted in Terms of Use.

 

Restrictions on Use of the Services

Except as authorized herein or with our prior written approval, you are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties any of our Services or any of the Content for any purpose.  Systematic retrieval of data from any of our Services or the Content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited.  You agree that you will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included on any of our Services or in the Content.  Any attempt to do so is a violation of our rights, and if you breach this restriction, you may be subject to prosecution and damages. Finally, you are strictly prohibited from accessing and/or using the Services or any Content to develop, or have a third party develop, a product or service that is similar or competitive to the Services, including but not limited to any product or service that offers or makes available shipping insurance to its customers.

 

Insurance

Policy Information. Through our Route Policy, we provide shipping insurance for your customers’ online purchases that are lost, damaged or “porch pirated” while in transit. The Route Policy is a marine cargo insurance policy issued to Route by Certain Underwriters at Lloyd’s of London. The Route Policy is provided to Route through Roanoke Insurance Group Inc. Route will provide your customers with a summary of the Route Policy and instructions to file a notice of loss. Upon your agreement to these Terms of Use, the Route Platform and access to the Route Policy will be activated on your site. Upon addition of your billing information to your Account, the widget will go live on your site. Your customers’ cost of the Route Policy’s protect will be reflected as $1.00 per $100 of merchandise value, or a minimum of $0.50 if the total merchandise being purchased amounts to less than $50. Route reserves the right to change pricing at any time. If your customers opt in to the Route Policy, this charge will appear for such customers to review and verify at checkout. If payment collected ultimately includes protection by our Route Policy, Safe Order Solutions, LLC, a licensed insurance agency affiliate of Route, will invoice your weekly via electronic integration completed in the online boarding process. Safe Order Solutions, LLC will retain the remainder as an administrative fee to cover technology costs and third-party connections. The Route Platform may, from time to time at Route’s sole discretion, test cost variances to identify the optimal conversion rate.

Excluded Goods. The Route Policy does not cover the following: cash, cigarettes and other tobacco products; computer memory modules and cards; cotton; fine art (defined as art valued in excess of $10,000 per piece); flowers; fresh foods (excepting frozen foods in refrigerated containers); jewelry valued in excess of $300 per piece; live animals; negotiable papers; perishable commodities (defined as commodities which spoil or deteriorate when not carried or stored in a temperature controlled environment); pharmaceutical drugs; plants; precious stones and metals; securities; automobiles and motorcycles; bagged goods; boats and yachts; ceramic, marble or granite tiles; slabs blocks; countertops; statues; glass windows, plate glass and similar goods; lumber; used household goods and personal effects; scrap metal; and steel metal and steel metal products. If you sell any of the goods that fall under the categories outlined in this section, your customers are not eligible to use the Route Policy. By agreeing to these Terms of Use, you represent that you do not sell any such excluded goods.

Refunds. While Route does not offer any refunds on the Services, and all sales are final, you may cancel the Services at any time at no charge— simply uninstall the Services you no longer want to use, and Route will cease providing the Services to you.

 

Third-Party Services

Your use of the Route Services and/or Content may contain links to third-party services (“Third-Party Services”). When you use Third-Party Services, we will not warn you that you have left the Route Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of Route.  Route is not responsible for any Third-Party Services.  Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.  You use all links in Third-Party Services at your own risk. When you leave our Website, the Agreement and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

 

Indemnification

You agree to indemnify and hold Route, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Route Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your misuse of the Services; (b) your violation of this Agreement; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations.  Route reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Route in asserting any available defenses.  You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.

Disclaimer of Warranty

YOUR USE OF ANY OF OUR SERVICES AND ANY OF THE CONTENT, INCLUDING BUT NOT LIMITED TO SERVICES, POLICY INFORMATION, GRAPHICS, TEXT AND HYPERLINKS OR REFERENCES TO OTHER WEBSITES, IS AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SERVICES AND THE CONTENT.  OUR SERVICES AND ALL CONTENT IS PROVIDED "AS IS", “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS.  FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES OR ANY OF THE CONTENT, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT OR ANY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE SERVICES OR CONTENT. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.  IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.

 

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SERVICES OR ANY OF THE CONTENT, OR YOUR RELIANCE ON SUCH SERVICES AND/OR CONTENT, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH SUCH SERVICES AND/OR CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.

 

UNDER NO CIRCUMSTANCES WILL ROUTE BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO ROUTE BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF ROUTE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ROUTEPARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A ROUTE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

 

THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.

Termination

At its sole discretion, Route may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. Route will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to you if we have suspended or terminated your permission to use the Services. In addition to suspending or terminating your access to the Services, Route reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Route for any purchases will remain due.

 

International Users

Services can be accessed from countries around the world and may contain references to services and content that are not available in your country.  These references do not imply that Route intends to announce or promote the availability of such services or content in your country.  Services are controlled and offered by Route from its facilities in the United States of America. Route makes no representations that Services are appropriate or available for use in other locations.  Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.

Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Route and limits the manner in which you can seek relief from us.

 

Applicability of Arbitration Agreement.  You agree that any dispute or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services (including any Route Policy), or to any aspect of your relationship with Route, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Route may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

 

IF YOU AGREE TO ARBITRATION WITH ROUTE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST ROUTE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST ROUTE IN AN INDIVIDUAL ARBITRATION PROCEEDING.  IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.  YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

 

Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Aaron Moleff, Ste C2, 8539 S Redwood Rd, West Jordan, UT 84088.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Route will pay them for you.  In addition, Route will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  Likewise, Route will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

 

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.   Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

Authority of Arbitrator.  The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Route.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms of Use (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

 

Waiver of Jury Trial.  YOU AND ROUTE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Route are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in this section.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Terms of Use as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

 

Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in the Exclusive Venue section below.

 

30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Route App, 1881 W Traverse Pkwy, Suite E 511, Lehi, Utah 84043, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

 

Miscellaneous

Electronic Communications.  The communications between you and Route use electronic means, whether you visit Services or send Route e-mails, or whether Route posts notices on Services or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Route in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Route provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document.  The foregoing does not affect your statutory rights.

Assignment.  This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Route’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Force Majeure.  Route shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Route agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts located in San Mateo County, California or federal courts located in the Northern District of California.

Governing Law.  

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to thIS Agreement.

Notice.  Where Route requires that you provide an e-mail address, you are responsible for providing Route with your most current e-mail address.  In the event that the last e-mail address you provided to Route is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Route’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Route at the following address: Route App, 1881 W Traverse Pkwy, Suite E 511, Lehi, Utah 84043.  Such notice shall be deemed given when received by Route by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Waiver.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability.  If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Entire Agreement.  This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.