1. General. These terms and conditions (“Terms and Conditions”) apply to all bids, quotations, offers, and orders for the sale of Information Security Service products. Except as may be otherwise expressly set forth in an agreement executed by the authorized representatives of both parties, these Terms and Conditions represent the sole understanding between Information Security Service and buyer (“Buyer”) with respect to the purchase by Buyer and sale by Information Security Service of products. Buyer’s purchase order is solely for the purpose of requesting delivery dates, quantities and shipping destinations. Any provision of Buyer’s purchase order (or other documents and communications) which is in any way inconsistent with or in addition to these terms and conditions of sale shall not become part of this contract or otherwise be binding on Information Security Service.
  2. Price and Payment.(a)        All prices published by Information Security Service are in U.S. dollars and may be changed at any time without notice. Unless otherwise specified in writing, written quotations expire thirty (30) calendar days from the date issued and are subject to change or termination upon notice during this period. Unless otherwise agreed to in writing by Information Security Service, all prices are exclusive of transportation and insurance costs, applicable duty charges, foreign forwarding agent’s fees or fees covering consultant invoices, any documents required by the country of designation, and all taxes including federal, state and local use, sales, property (ad valorem) and similar taxes. Buyer agrees to pay such taxes (except taxes based upon Information Security Service’s net income) unless Buyer has provided Information Security Service with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which any product is to be directly shipped hereunder or unless such sale is otherwise exempt from such taxes. Buyer agrees to indemnify and hold harmless Information Security Service for any liability for such cost, expense or tax, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, such cost, expense and taxes shall appear as separate items on Information Security Service’s invoice.(b)       Information Security Service will invoice Buyer no sooner than the date the product is tendered by Information Security Service to the carrier at Information Security Service’s shipping point (the “Delivery Date”). Unless otherwise indicated in writing, all invoices will be due and payable net thirty (30) days from date of invoice. In the event payment is not timely received, a service charge of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, whichever is less, shall be assessed on overdue payments. Buyer understands and agrees that this service charge is reasonable in light of the anticipated or actual harm, the difficulties of proof of loss, and the inconvenience of otherwise obtaining a remedy arising out of a default in payment. Buyer agrees to pay all costs and expenses incident to the collection of past due amounts including reasonable attorney’s fees.

    (c)        Information Security Service retains the right to require, at Information Security Service’s option, that sales be entered into on the express condition that Buyer establish in favor of Information Security Service an irrevocable letter of credit confirmed by a federally chartered banking association acceptable to Information Security Service and payable to Information Security Service in United States dollars on presentation of a sight draft, a copy of a commercial invoice, a packing list, and a bill of lading indicating delivery to a carrier of the product for delivery to Buyer or to Buyer’s designee.

    (d)       For sales to a Buyer having its principal place of business outside the United States of America, Information Security Service reserves the right to bill in either United States dollars or the currency of the country in which the product is shipped. In the event Information Security Service invoices Buyer in a foreign currency, the rate of exchange will be that in effect on the date of invoice.

    (e)        Shipments, deliveries and performance of work shall at all times be subject to the approval of Information Security Service’s credit department and Information Security Service may at any time decline to make any shipments or deliveries or perform any work except upon receipt of payment or upon Terms and Conditions or security satisfactory to such department. If, in Information Security Service’s judgment, Buyer’s financial condition at any time does not justify continuation of production or shipment on the terms of payment originally specified, Information Security Service may require full or partial payment in advance. If Buyer refuses to accept such change in credit terms, the order may be cancelled without liability arising therefrom to either party, in whole or in part, at Information Security Service’s option. Further, on delinquent accounts, Information Security Service shall not be obligated to continue performance under any agreement with Buyer. Buyer warrants to Information Security Service that, upon each date on which Buyer placed an order with Information Security Service covered by this acknowledgment or agreement, Buyer was financially solvent within the meaning of Section 2702 of the California Uniform Commercial Code.

    (f)        In the event of (i) Buyer’s bankruptcy or insolvency, (ii) any proceeding is brought or threatened against Buyer or brought by Buyer under any bankruptcy or insolvency laws or their equivalent or (iii) Buyer commences to be wound up or suffers a receiver to be appointed, Information Security Service may cancel any order then outstanding without liability to Information Security Service and Information Security Service shall receive reimbursement from Buyer for costs incurred, including but not limited to attorneys’ fees, lost profit for product so cancelled, and all other costs associated with the cancellation, direct and indirect, including without limitation costs for work in process or custom goods.

  3. Title and Delivery.(a)        All sales are made F.O.B. point of shipment, Information Security Service’s facility, unless otherwise specified by Information Security Service in writing. Title and risk of loss shall pass to Buyer upon tender by Information Security Service of the product to the carrier at Information Security Service’s shipping point. Unless otherwise agreed, Information Security Service will exercise its own discretion with respect to the manner of shipment, packaging, insurance, carrier and the like. All claims for damages must be filed directly with the carrier. Buyer is responsible for duty payments and/or duty exempt qualifications with regard to sales and/or shipment of products outside the U.S.A.(b)       Information Security Service will ship products in accordance with the planned shipment date as confirmed in Information Security Service’s order acknowledgment. However, the planned shipment date is an estimate only, and Information Security Service will not be subject to liability for failure to ship on or before such date under any circumstances. Information Security Service reserves the right to make partial shipments, and invoices will be issued accordingly. Unless otherwise agreed, Information Security Service shall not be obligated to arrange for deliveries outside the U.S.A.
  4. Acceptance.(a)        Buyer shall give written notice to Information Security Service (and the carrier where appropriate) of (i) discrepancies between type and quantity of product ordered and product delivered or (ii) product defects, within thirty (30) days of delivery of the product to a common carrier or to Buyer, whichever is earlier. Lacking such notice, the Buyer shall be deemed to have accepted the product as invoiced.(b)       Product may be returned to Information Security Service as authorized only after prior notification and receipt of a Return Material Authorization (“RMA”) number. Product returned without a valid RMA number will be returned to Buyer at Buyer’s expense, or, at Information Security Service’s option, will not be accepted by Information Security Service.

    (c)        No credit allowances for defective products will be made or replacements therefor shipped until it is established to Information Security Service’s satisfaction after suitable testing and inspection that the product was in fact defective on the Delivery Date.

  5. Software. With respect to those products which Information Security Service licenses (software and related documentation) and which are supplied hereunder, the word “purchase” or similar or derivative word is understood to mean “license,” and “Buyer” or similar or derivative word is understood to mean “Licensee.” Title of licensed products shall remain with Information Security Service, notwithstanding anything to the contrary herein. Licensing of Information Security Service computer software shall be subject to standard Information Security Service software terms applicable to the product.
  6. Allocation of Risk. The sections on limitation of liability, limitation of warranties and the infringement indemnity allocate the risks of this agreement between the parties. This allocation is reflected in the pricing of the products purchased hereunder and is an essential element of the basis of the bargain between the parties.
  7. Security Interest. Information Security Service hereby reserves a purchase money security interest in the products sold and the proceeds thereof, in the amount of its purchase price. In the event of default by Buyer of any of its obligations to Information Security Service, Information Security Service shall have the right to repossess the products sold hereunder without liability to Buyer. In such event, Buyer agrees to make the products available to Information Security Service so that Information Security Service can repossess them without a breach of the peace. This security interest will be satisfied by payment in full. A copy of this agreement may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage, in order to perfect Information Security Service’s security interest. On request of Information Security Service, Buyer will execute any other financing statements and instruments Information Security Service desires to perfect its security interest.
  8. Export Control. Buyer agrees to comply strictly and fully with all export controls imposed on the products by any country or organization of nations within whose jurisdiction Buyer operates or does business. Buyer agrees not to export or permit exportation of any part of the products or any related technical data or any direct product of any related technical data, without complying with the export control laws in the relevant jurisdiction.
  9. Specifications. All products are subject to Information Security Service’s standard specifications. Information Security Service reserves the right to make substitutions and modifications, including package and performance grade, in the specifications of any product without notification to or approval from Buyer provided that such substitutions or modifications do not materially, adversely affect the performance of the products or the purposes for which they can be used, or the form, fit, or function thereof.
  10. Government Contracts. If the goods to be furnished under this agreement are to be used in the performance of a U.S. Government contract or subcontract and a U.S. Government contract number appears on Buyer’s purchase order, those clauses of the applicable U.S. Government Procurement Regulations which (i) are mandatory under federal statute or regulation and (ii) must be included in the U.S. Government subcontracts for commercial products, shall be incorporated herein by reference. Buyer shall provide Information Security Service upon request with appropriate information relating thereto.
  11. Default. In the event of (a) any breach by Buyer of any term or condition set forth herein, (b) breach by Buyer of any representation or warranty made by Buyer in connection with this transaction or (c) default by Buyer in the payment of any amount due hereunder, Information Security Service may, in its sole discretion, decline to make further shipments without in any way affecting its rights under this agreement and may exercise all rights and remedies available to it in law or in equity. If, despite any such breach by Buyer, Information Security Service elects to continue to make shipments of the products, Information Security Service’s action shall not constitute a waiver of any such breach or default or in any way affect Information Security Service’s rights and remedies arising out of any such breach or default.
  12. Cure. If Information Security Service delivers non-conforming goods or otherwise fails to perform any of its obligations hereunder, Information Security Service shall have ten (10) business days from Buyer’s written notice of the nonconformity or default to cure. If the default cannot be cured within such ten (10) business days, Information Security Service will be in compliance if it commences cure within such ten (10) business days and diligently pursues the cure to completion.
  13. Force Majeure. Information Security Service shall not be liable for nonperformance or delays, under any circumstances, which occur due to any causes beyond its reasonable control. These causes shall include, but shall not be limited to, acts of God, wars, terrorism, riots, strikes, fires, storms, floods, earthquakes, shortages of labor or materials, labor disputes, vendor failures, transportation embargoes, acts of any government or agency thereof and judicial actions. In the event of any such delay or failure of performance, the date of delivery shall, at the request of Information Security Service, be deferred for a period equal to the time lost by reason of the delay. In no event shall Information Security Service be liable for any delay or reprocurement costs for failure to meet any shipment date. Information Security Service reserves the right to allocate goods in a fair and equitable manner among all of its customers. Information Security Service shall notify Buyer within a reasonable time in writing of any such circumstances causing delay or nonperformance and, in the event of an allocation, of the estimated goods made available.
  14. Confidential Information. “Confidential Information” disclosed purusant to any purchase from Information Security Service (including disclosures of information received from third parties) shall include but is not limited to, all tangible or intangible information and materials, in any form or medium (and without regard to whether the information or materials are owned by Information Security Service or by a third party), whether furnished by Information Security Service or otherwise accessed by Buyer in any way, be it through Information Security Service, its affiliates, employees, agents or representatives or through any other manner, and includes inventions, patents, copyrights, trade secrets, trademarks, moral rights, trade names, trade dress, designs, know-how, mask works, and all applications and registrations thereof issued or pending, any and all information relating to processes, procedures, formulas, discoveries, improvements, research or development, business plans, business forecasts, methods of doing business, operations, customer information, supplier information and agreements, strategies, unpublished financial information, budgets, projections, records, finances, assets, specifications, data, formats, data or information or materials that reveal research, technology, practices, procedures, processes, methodologies, know-how, or other systems or controls by which Information Security Service or any of its affiliates’ products, services, applications and methods of operations or doing business are developed, conducted or operated and all information or materials derived therefrom or based thereon,. Confidential Information is to be construed broadly under the terms of these Terms and Conditios. Notwithstanding that which is otherwise defined as “Confidential Information” in these Terms and Conditions, Confidential Information shall include all information that has or could have commercial value or other utility in the business in which Information Security Service is engaged or in which it may engage in the future. It also includes all information whose disclosure could be detrimental to the interests of Information Security Service.
  15. Non-Disclosure and Restrictions on Use. Buyer will only use or reproduce Information Security Service’s Confidential Information to the extent necessary to enable Buyer to fulfill the purposes contemplated by the purchases made from Information Security Service. Buyer agrees that it will not attempt, and will use its best efforts to prevent its employees, agents, representatives and any other party to whom any Confidential Information is provided from attempting, to modify, translate, disassemble, decompile, or reverse engineer any Confidential Information. Additionally, Buyer will disclose Information Security Service’s Confidential Information only to those of Buyer’s directors, officers, employees, consultants, contractors, agents and representatives who: (i) have a “need to know” such Confidential Information (and only to the extent necessary) in order to fulfill the needs of Buyer hereunder, and (ii) are bound to comply with obligations of confidentiality at least as stringent as those set forth in these Terms and Conditions, but in no event less than reasonable care, which reasonable care shall include, but not be limited to, safeguarding against any (x) unauthorized disclosure, access, use or modification; (y) misappropriation, theft, destruction, or loss; or (z) inability to account for such Confidential Information..
  16. Proprietary Rights. Buyer acknowledges that, as between the parties, Information Security Service and its suppliers are the sole and exclusive owners of all right, title and interest throughout the world to the Intellectual Property purchased pursuant to these Terms and Conditions and anything sold or licensed to Buyer hereunder, including but not limited to any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications. Except as expressly enumerated herein, Buyer is not granted any license, right, or franchise with respect to anything hereunder. Buyer shall not attempt, and will use its best efforts to prevent its employees, representatives or agents from attempting, to modify, translate, disassemble, decompile, or reverse engineer anything purchased from Information Security Service. Regardless of language in these Terms and Conditions that might be interpreted otherwise, the license granted hereunder is limited strictly to the specific product or products purchased. For the purposes of thse Terms and Conditions, the term”Intellectual Property” means intellectual property, including but not limited to, inventions, patents, copyrights, trade secrets, trademarks, moral rights, trade names, trade dress, designs, know-how, mask works, and all applications and registrations thereof issued or pending.
  17. Copyright Notice. The copyright of any product purchased by Buyer is owned by Information Security Service. No part or parts hereof may be reproduced, distributed, republished, displayed, broadcast, hyperlinked or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of Information Security Service provided that permission is granted to download and print the materials from the Information Security Service website for personal, non-commercial use only provided the Buyer does not modify the materials and that the Buyer retains all copyright and other proprietary notices contained in the materials. This permission terminates automatically if the Buyer breaches any of these Terms and Conditions. Upon termination, the Buyer will immediately destroy any downloaded and printed materials.
  18. Trademarks. The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the products purchased by Buyer are registered and unregistered Trademarks of Information Security Service and others. Buyer acknowledges Information Security Service’s assertion of the ownership of the Trademarks in Information Security Service and its suppliers, agrees that it will do nothing inconsistent with such ownership, agrees to use reasonable efforts to preserve Information Security Service’s and its suppliers’ rights in the Trademarks, and that all uses of the Trademarks by Buyer shall inure to the benefit of and be on behalf of Information Security Service and its suppliers. Buyer’s utilization of the Trademarks will not create any right, title or interest in or to such Trademarks. Buyer acknowledges Information Security Service and its suppliers’ exclusive right to use of the Trademarks. Nothing hereunder should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of Information Security Service or other Trademark owner. Buyer will not remove any copyright, proprietary indicia, service mark, trade name, logo, symbol, brand name or otherwise identifying mark or other proprietary notice of confidentiality contained on or located in products purchased from Information Security Service. Information Security Service aggressively enforces its intellectual property rights to the fullest extent of the law. The name of Information Security Service or the Information Security Service logo may not be used in any way, including in advertising or publicity pertaining to distribution of Information Security Service products without prior written permission
  19. Proprietary Rights Infringement. Information Security Service shall defend any suit or proceeding brought against Buyer that is based on a claim that any product, or any part thereof, furnished under this agreement constitutes an infringement of any, patent, copyright, or other proprietary right of a third party resulting from Buyer’s use or possession of such product as authorized hereunder. Information Security Service shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Buyer notifies Information Security Service promptly of such claim and gives Information Security Service authority, information and assistance (at Information Security Service’s expense) for, and complete control of, the defense of the same. In case a product, or any part thereof, is held to infringe such patent, copyright, or proprietary right and its use is enjoined, Information Security Service may at its own expense, either procure for Buyer the right to continue using said product or part, replace the same with a non‑infringing product, modify it so it becomes non‑infringing or remove said product and refund the purchase price and the transportation and installation costs thereof. THE FOREGOING STATES Information Security Service’S ENTIRE LIABILITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHTS BY ITS PRODUCTS OR ANY PART THEREOF. THIS PROVISION IS STATED IN LIEU OF ANY OTHER EXPRESS, IMPLIED, OR STATUTORY WARRANTY AGAINST INFRINGEMENT AND SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHTS INFRINGEMENT OF ANY KIND, AND Information Security Service SHALL HAVE NO OBLIGATION TO OTHERWISE INDEMNIFY BUYER.
  20. Indemnification. Buyer agrees to defend, indemnify, and hold Information Security Service harmless against any loss, cost, liability, or expense (including reasonable attorneys’ fees and costs) (“Claims”) arising from or in connection with any action or claim brought or threatened against Information Security Service: (i) that any improper use or incorporation of the products purchased by Buyer from Information Security Service infringes any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party; (ii) which occurs as a result of a breach by Buyer of any duty or obligation as stated in any purchase order, other agreement with Information Security Service or these Terms and Conditions; or (iii) which occurs as a result of the gross negligence or willful misconduct of Buyer, or its employees, agents, representatives, contractors or subcontractors. In the event that Buyer fails in any way, in Information Security Service’s sole and absolute determination, to competently defend or prosecute or is otherwise unable to defend or prosecute a Claim hereunder, (i) Information Security Service may defend against or prosecute, as the case may be, and consent to the entry of any judgment or enter into any settlement with respect to, the Claim in any manner it deems appropriate (and the indemnified party need not consult with, or obtain any consent from, indemnifying party in connection therewith), (ii) Buyer party will reimburse Information Security Service promptly and periodically for the costs of defending against or prosecuting the Claim (including attorneys’ fees and expenses), and (iii) Buyer will remain responsible for any Claims or losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim to the fullest extent. Buyer shall not settle any proceeding in a manner that would impose any penalty or limitation on Information Security Service without Information Security Service’s written consent. Information Security Service will not be liable hereunder for any judicial award if it was not given a reasonable opportunity to participate in the defense of the action.
  21. Limitation of Warranty; Disclaimer. Information Security Service’s liability hereunder for all claims shall be limited to a refund or credit to Buyer of the puchase price, or to the repair or replacement of the product, at Information Security Service’s option. IN NO EVENT SHALL Information Security Service BE LIABLE FOR BUYER’S COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, INABILITY TO OBTAIN SUBSTITUTE GOODS OR LOST PROFITS. IN NO EVENT SHALL Information Security Service BE LIABLE FOR ANY LOST PROFITS OR LOSS OF BUSINESS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. EXCEPT FOR ANY WARRANTY PROVIDED HEREUNDER OR IN THE PACKAGING OF A Information Security Service PRODUCT, OR CONTAINED IN ANY END USER LICENSE AGREEMENT, IN NO EVENT SHALL Information Security Service BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OR WARRANTY, NEGLIGENCE, OR OTHERWISE. THE FOREGOING STATES Information Security Service’S SOLE AND EXCLUSIVE WARRANTY TO BUYER CONCERNING THE THE ITEMS PURCHASED HEREUNDER AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. THIS IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY Information Security Service. ALL Information Security Service PRODUCTS ARE PROVIDED “AS IS.” Information Security Service SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING DESIGN WARRANTIES, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE PRODUCTS. BUYER SHALL HAVE NO RIGHT TO MAKE OR PASS ON ANY SUCH WARRANTY ON BEHALF OF Information Security Service TO ANY THIRD PARTY.
  22. Acceptance of Terms. Any purchase order tendered in response to a Information Security Service quotation, of which these Terms and Conditions are an integral part, is deemed to be full acceptance of these Terms and Conditions.
  23. A These Terms and Conditions shall inure to the benefit of and be binding upon the successor(s) and assign(s) of Information Security Service. Buyer may not assign, delegate, or transfer, any of its rights or obligations to Information Security Service without the prior written consent of Information Security Service. Any other attempted or purported unauthorized assignment, delegation, or transfer shall be void and a material breach of these Terms and Conditions.
  24. Choice of Law and Forum. These Terms and Conditions will be governed by the laws of the State of California, exclusive of conflicts of laws principles. Buyer recognizes and hereby irrevocably consents to the exclusive jurisdiction over him or it, as the case may be, of the Federal and State courts in the State of California, Santa Clara County in connection with any action or proceeding (whether it be for contract or tort, at law or in equity, or otherwise) arising out of or relating in any way to these Terms and Conditions and any purchase of good by Buyer from Information Security Service.
  25. Injunctive Relief. A breach by Buyer of any of the promises or agreements contained herein will result in irreparable and continuing damage to Information Security Service for which there will be no adequate remedy at law, and Information Security Service party shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper including monetary damages if appropriate and without the need to post a bond.
  26. No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise with Information Security Service.
  27. Amendment. This agreement may be amended or supplemented only by a writing that refers explicitly to these Terms and Conditions and that is signed by Information Security Service.
  28. Waiver. No term or provision of these Terms and Conditions will be considered waived by Information Security Service, and no breach excused by Information Security Service, unless such waiver or consent is in writing signed by Information Security Service. No consent by Information Security Service, or waiver of, a breach by Buyer, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by Buyer.
  29. Severability. If any part of these Terms and Conditions is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms and Conditions will remain in full force.
  30. Notices. All notices, reports, requests, approvals and other communications required or permitted under this agreement must be in writing. They will be deemed given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification of receipt, or (d) sent by registered or certified mail, return receipt requested, postage prepaid. All communications must be sent to Buyer’s address that Buyer provided for purpose of notice as provided in this Section 30.
  31. Attorneys’ Fees. In the event any proceeding or lawsuit is brought by a party in connection with these Terms and Conditions, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. For purposes of the foregoing, (i) “prevailing Party” means (A) in the case of the party initiating the enforcement of rights or remedies, that it recovered substantially all of its claims, and (B) in the case of the party defending against such enforcement, that it successfully defended substantially all of the claims made against it, and (ii) if no party is a “prevailing party” within the meaning of the foregoing, then no party will be entitled to recover its costs and expenses (including attorney’s fees and disbursements) from any other party unless so determined by a court of competent jurisdiction.
  32. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties. This agreement shall not be modified, supplemented, qualified or interpreted by any trade usage or prior course of dealing without Information Security Service’s and Buyer’s written consent. No representation, promise or condition not expressly provided in writing and signed by authorized representatives of Buyer and Information Security Service shall be binding on either party.