Last Modified: April 12, 2021
WE STRONGLY RECOMMEND THAT YOU READ THIS AGREEMENT. YOUR USE (OR CONTINUED USE) OF THE SERVICE MEANS YOU AGREE TO ALL THE TERMS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MUST IMMEDIATELY STOP USING THE SERVICE.
You acknowledge and agree, as provided in greater detail in this Agreement, that:
- The Service is licensed and not sold to you;
- If you are under the age of eighteen (18) you must not create a MyArbella account or use the Service;
- By using the Service you consent to the collection, use and disclosure of your personally identifiable information and to having your personally identifiable information collected, used, transferred to and processed.
- We may send you service-related notices and messages about matters such as changes to features and special offers by email. You may unsubscribe from messages about changes to features and special offers at any time, however you may continue to receive service-related notices.
- The Service is provided “As Is,” “As Available,” and “Where Available” and without warranties of any kind and, to the maximum extent permitted by law, Arbella’s liability to you is limited;
- Arbella reserves the right to modify this Agreement in its sole discretion and will provide notice of these changes as described below; and
- This agreement contains mandatory individual arbitration and class action/jury trial waiver provisions that require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Some jurisdictions do not recognize mandatory arbitration or class action/jury trial waiver provisions within consumer contracts. If these laws apply to you, such provisions may not apply, and you may have additional rights.
Modifications to Site
In its sole discretion and without notice or warning, Arbella reserves the right, for any reason, to terminate, change or suspend any aspect of Arbella.com. This includes, but is not limited to, the content, features, functionality, or hours of availability. Arbella may impose limits on certain features of the Sites or restrict your access to part or all of the Service without notice or penalty.
If there are any inconsistencies between this Agreement and any other Agreement you may have with Arbella which affect your use of the Service, the terms of this Agreement will prevail unless otherwise prohibited by law.
Changes to the Service
We may, without prior notice and without liability to you: (i) change the Service; (ii) stop providing the Service or certain features of the Service, to you or to Users generally; or (iii) create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any or no reason, including if in our sole determination you violate any provision of this Agreement. Upon termination of the Service for any reason or no reason, You shall continue to be bound by this Agreement.
Subject to the terms of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by this Agreement and the features of the Service. Arbella reserves all rights not expressly granted herein in the Service. Arbella may terminate this license at any time for any reason or no reason.
Except as otherwise provided herein, You shall not assign, sell, convey, sublicense or otherwise transfer your rights or obligations hereunder, or any component thereof or any right or interest therein, either voluntarily or involuntarily, directly or indirectly, whether by operation of law or otherwise, without the express written consent of Arbella.
E-mails to ARBELLA
You agree you will not use these Sites or any Arbella owned e-mail address to send numerous unsolicited e-mail messages. Arbella reserves the right to take actions as may be necessary to prevent misuse of its e-mail system by unauthorized parties.
There may be some portions of these Sites which are restricted and require authorization, user IDs and/or passwords for access. Unauthorized use of or access to these areas is prohibited. Actual or attempted unauthorized use of or access to such areas may result in criminal and/or civil prosecution. Attempts to access such areas without authorization may be viewed, monitored and recorded and any information obtained may be given to third parties, including law enforcement organizations, for any investigation or prosecution of possible criminal or civil claims. If you are not an authorized user of such areas or do not consent to continued monitoring, you should not attempt to access such areas.
Password or Login Protected Areas
If you are given and/or asked to create a password or a logon id to access the Services, you agree to the following conditions:
- Arbella is authorized to act on instructions received under your password without any requirement to question those instructions;
- Arbella is not liable for any unauthorized access to your personal information that is not directly due to the negligence of Arbella;
- Your password contains sensitive information and you will keep it confidential and secret;
- You will notify Arbella immediately if you believe anyone else has learned your password or if you believe an unauthorized access to Arbella or your personal information has occurred or may occur;
- Arbella may deny access or block any transaction made under your password without prior notice if we believe your password is being used by someone other than you, or if any unauthorized access to your personal information has occurred or may occur, or for any other reason, but we are under no obligation to do so; and
- You agree not to access or "hack into" any section of the Sites or any other third-party Sites not intended for public access or not readily available using your password.
For the purposes of this section, "Your Information" includes any information you provide to us, and any information you otherwise to submit, display, provide, post, transmit, distribute, publish on or otherwise make available such as profile information, and other content or information (any such materials You submit, post, display, provide, or otherwise makes available on the Service is referred to as “Your Information”). Your Information also includes any and all data, metadata, content and information related to you that is collected by us or via the Service through your use of the Service. We claim no ownership rights over Your Information.
With respect to Your Information:
- You are responsible for the accuracy and timeliness of Your Information. You acknowledge that Arbella will rely on this information. However, Arbella may take any action with respect to such information it deems necessary or appropriate, in its sole discretion, if it believes that such information is not accurate or it may create liability for it to accept the information you submit.
- You must provide and use a traceable e-mail address from an Internet Service Provider or active Internet domain. You agree not to allow any other person or entity to use Your Information in order to obtain access to Arbella.com. You agree to assume responsibility for the actions of any person or entity you allow, whether expressly or through negligence, to use Your Information on or through the Arbella.com.
- You warrant on an ongoing basis that Your Information, transmitted on or through Arbella.com:
- Is not false or fraudulent after making after due inquiry;
- Does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, antidiscrimination, false advertising, Health Insurance Portability and Accountability Act ("HIPAA") or the Graham Leach Bliley Act ("GLBA");
- Does not contain any viruses or other computer programming routines that are intended to harm, interfere with, or obtain unauthorized access to data or personal information;
- Does comply with the rules or directions as prompted by the Sites; and
- Does not include any personal or personally identifiable information unless specifically requested by us.
Texting Consent and Compliance with the Telephone Consumer Protection Act
Arbella complies with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, applicable regulations, state laws, and the Federal Trade Commission’s rules regarding telemarketing. We provide welcome and wanted communications to our customers that relate to their Arbella insurance policies.
By providing your phone number to Arbella, either through the MyArbella portal, an insurance application, oral or written consent to an Arbella representative, or by other means, you provide express consent to receive informational messages from Arbella related to your insurance policy by means of SMS or prerecorded voice from Arbella and its agents. Such SMS messages may be sent using an automated telephone dialing system. You may periodically receive such messages from Arbella and standard text messaging rates may apply to those messages.
You have the right to opt out of such messages at any time by texting STOP or a similar message in response to an informational message from Arbella. You may also make such a request by phone with an Arbella customer service representative or in writing. Arbella honors all such requests and may send a final text to confirm your un-enrollment. No further informational texts will be sent unless and until you re-enroll. Text HELP for help.
Arbella may also send one-time automated SMS messages for the purpose of verifying your account or resetting your password, upon your request. Because such messages specifically respond to a prompt from you, you will receive such messages in response to your request even if you have previously opted out of Arbella’s informational messaging program.
Arbella will obtain separate express written consent from you through the MyArbella portal or by email prior to sending marketing messages. If you consent to receive marketing messages in the MyArbella portal, you will occasionally receive messages marketing Arbella offerings that complement your current insurance policy, in addition to informational messages. You may text STOP to opt out at any time.
You agree to ensure that your phone number is up to date with Arbella, and that you are the owner of the phone number you have provided to Arbella. You agree to keep your messaging preferences and contact information up to date in your MyArbella account.
Except for Your Information, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and information belonging to other Users, and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Arbella and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Arbella content. The reproduction, duplication, distribution (including by way of email, facsimile or other electronic means), publication, modification, creation of derivative works, copying or transmission of material from the Sites, or Services, including anything you download, is STRICTLY PROHIBITED. The material covered by this prohibition includes, without limitation, any text, graphics, logos, photographs, audio or video material or stills from audiovisual material available on these Sites. You are not authorized to use any portion of this site on any other site, in the meta-tags of any other site or in any other materials. The material provided on these Sites, including the information and any images incorporated in the site, is for your personal private non-commercial use only. You agree not to engage in systematic retrieval of data or other content from Arbella.com. You may not create any kind of hyperlink from any other site to ours, or link to or from our site in any way, unless you first obtain our permission.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, province, territory, country, or other jurisdiction.
You may choose to, or we may invite you to submit comments, feedback or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Arbella under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Arbella does not waive any rights to use similar or related ideas previously known to Arbella, or developed by its employees, or obtained from sources other than you.
Links to/from Other Sites
For your convenience, Arbella may provide links to other Internet sites that Arbella does not maintain. You should not interpret any link to/from other sites as indicating that Arbella sponsors or endorses the sites or their materials or that the sites are affiliated with Arbella. Arbella is not responsible for anything contained on such sites and makes no warranties or representations about the contents, products or services offered on such sites. Arbella is not responsible for and makes no warranties or representations about the contents, products or services offered on such sites. Arbella is not responsible for and makes no warranties or representations about the content, products or services offered on any sites that you may elect to use in connection with this site. The Uniform Resource Locator (URL) address in your web browser will tell you if you are still in the Arbella site or have moved elsewhere.
You acknowledge and agree that Arbella is not, and shall not be held responsible, for any damages, actual or alleged, resulting from the use of services or products available through the Sites or services of others. You agree to abide by all the Terms and Conditions of any other Sites you gain access to through Arbella.com.
Arbella uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Your Information and personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Obligations. Any and all Arbella Confidential Information (as defined below) you receive or obtain from the Sites Arbella shall be deemed confidential and proprietary information belonging to Arbella (or any affiliate or any affiliated vendor) unless such information is yours or is owned by you). In recognition of the foregoing, you covenant and agree: (a) that you will maintain all Arbella Confidential Information in strict confidence, using not less than a reasonable standard of care or that standard of care imposed upon you by applicable laws whichever is greater; (b) that you will not make use of any Arbella Confidential Information for your own purposes or the benefit of anyone or any other entity , except in order to perform your obligations as contemplated by any business relationship between you and Arbella (c) that you will take no action with respect to the Arbella Confidential Information that is inconsistent with the confidential and proprietary nature of such information; and (d) that you has the programs, process and procedures in place to comply with the confidentiality, data security and privacy obligations found in this Agreement or imposed by Federal or State laws governing the Arbella Confidential Information.
Disclosure and Security Procedures. You shall not disclose Arbella Confidential Information to another (“Representatives”) unless they have a need to know such information in connection with the performance of your obligations as contemplated by any business relationship between you and Arbella. . You shall instruct your Representatives (and for avoidance of doubt, your Representatives shall include your employees, subcontractors, and agents) as to their obligations concerning confidentiality and the compliance thereof. You shall be responsible for the actions of your Representatives.
Definition. For purposes of this User Agreement, "Confidential Information" (which shall also include Arbella’s affiliates’ information) shall include all information provided or obtained through the use of these Sites (and such information is yours or is owned by you) , whether that information is in written, oral, magnetic, photographic, optical or other form, including, but not limited to, (1) technical and financial data, commission (bonus or profit sharing) agreements or structures, security information (such as computer passwords and identification codes), computer information (such as codes, operating instructions and functionality), business plans, business strategies, financial results, billing plans, credit information, business strategies (2) any other information related to Arbella which is not generally known to the public or within the industries and trades in which Arbella competes or which may otherwise be protected by trade secret law (“Trade Secrets”) and (3) any “Nonpublic Information” (which shall be defined to include “Nonpublic Personal Information” as defined in the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. §§ 6801 et seq. and any other federal or state laws governing the confidentiality of personal and business information, including without limitation, Personal Information as it is defined in 201 CMR 17.00 “Standards for The Protection of Personal Information of Residents of the Commonwealth” and “Nonpublic Information,” as defined in C.G.S.A. § 38a-38 and N.H. Rev.Stat. c.420-P. §3 “Insurance Data Security Law”). For avoidance of doubt any information from the Registry of Motor Vehicles or credit reporting agencies (including credit scores) is considered Nonpublic Personal Information.
Non-Confidential Information. Notwithstanding the above paragraph, Arbella Confidential Information shall not include information that (i) is or becomes generally known to the public, not as a result of a disclosure by the recipient, (ii) is rightfully in the possession of the recipient prior to disclosure, (iii) is received by the recipient in good faith and without restriction from a third party not under a confidentiality obligation to Arbella and having the right to make such disclosure, (iv) is disclosed pursuant to a court or regulatory order or other legal requirement, or (v) is independently developed by the recipient or its employees.
Arbella’s failure, in any instance, to exercise or assert any of its rights or provisions under this Agreement shall not constitute waiver of such right or any other rights under these Terms and Conditions.
It is very important that you read the next two sections carefully.
ACCESS TO ARBELLA.COM OR MYARBELLA.COM AND THE INFORMATION CONTAINED THEREIN IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. ARBELLA DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ARBELLA DOES NOT WARRANT THAT THE SITES, SERVICES OR THE FUNCTIONS, FEATURES, FUNCTIONALITY OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ARBELLA DOES NOT MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF ARBELLA.COM OR MYARBELLA.COM OR ANY OF THE INFORMATION CONTAINED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITES AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK. ERRORS DO HAPPEN SO YOU NEED TO MAKE SURE THAT YOU RECONCILE YOUR RECORDS WITH THE INFORMATION YOU RECEIVE FROM ARBELLA OR ARBELLA.COM OR MYARBELLA.COM. YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO ARBELLA, MYARBELLA.COM AND ARBELLA.COM, THE SYSTEM OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION CAUSED BY YOU, ANY AGENT, EMPLOYEE, OR ANY PERSON USING YOUR USERID OR PASSWORD. ARBELLA CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR YOUR MISUSE OF ANY CONFIDENTIAL INFORMATION.
LIMITATION OF LIABILITY
IN THE EVENT OF ANY PROBLEM WITH ARBELLA.COM, MYARBELLA.COM OR ANY OF THEIR CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES. UNDER NO CIRCUMSTANCES SHALL ARBELLA BE LIABLE, IN ANY WAY, FOR YOUR USE OF THE SITES OR ANY OF THEIR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OR ACCESS OF ARBELLA.COM OR ANY CONTENT. UNDER NO CIRCUMSTANCES SHALL ARBELLA BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ARBELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES AND EXCLUSIONS OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATION OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
For any dispute with Arbella, you agree to first contact Arabella and attempt to resolve the dispute with us informally. In the unlikely event that Arbella has not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Quincy, Massachusetts, unless you and Arbella agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Arbella from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
Class Action/Jury Trial Waiver.
With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and Arbella are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
Unless otherwise specified, the materials in our site are presented to provide information about the Arbella Mutual Insurance Company and its affiliates (collectively "Arbella"), our insurance products and the insurance business. Arbella operates and controls its sites from the Company’s headquarters in Quincy, MA, in the United States of America, and MA law shall govern and control any action concerning these Sites. We do not in any way imply that the materials on the sites or the products we discuss are available or for use outside the United States or in jurisdictions in which we are not licensed to do business, or that we are soliciting business in any such jurisdiction.
Except as explicitly stated otherwise, you must provide any notice to Arbella pursuant to your use of Arbella.com, by certified mail, postage prepaid and return receipt requested to the current home office of Arbella Mutual Insurance Company, Attention: General Counsel, 1100 Crown Colony Quincy MA 02269. Arbella may provide you notice, at your last known address, in the same fashion. In addition, Arbella may provide you notice via e-mail by sending you a notice to the last known e-mail address of your security administrator if you are an Arbella Agent. If notice is sent by e-mail, notice shall be deemed given 24 hours after e-mail is sent.
This Agreement shall remain in effect until terminated by you or Arbella. If you become dissatisfied with the Sites, in any way, your only recourse is to immediately discontinue use of the Sites. Any and all obligations concerning confidentiality remain in effect as long as the Disclosing Party considers their Confidential Information confidential or a trade secret but in no event shall such time be less than 10 years.
Copyright and Trademarks
The reproduction, duplication, distribution (including by way of e-mail, facsimile or other electronic means), publication, modification, copying or transmission of material from these Sites is STRICTLY PROHIBITED unless you have obtained the prior written consent of Arbella or unless it is expressly permitted by these Sites. The material covered by this prohibition includes, without limitation, any text, graphics, logos, photographs, audio or video material or stills from audiovisual material available on these Sites. Requests for permission to reproduce or distribute materials found on these Sites can be made by contacting Arbella Service Company, 1100 Crown Colony Drive, Quincy, MA 02269, attention: General Counsel. It is a violation of this section to link Arbella.com to or with any other site.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
Headings used in this Agreement are intended, and shall for all purposes be deemed to be, for convenience only and shall have no force or affect whatsoever in the interpretation of this Agreement. No agency, partnership, joint venture, or employment relationship is intended or created by this Agreement. If any provision of this Agreement is held invalid or unenforceable in any respect, the parties agree that such term or provision will be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law, and the remainder of this Agreement and all other provisions hereof will not be affected thereby. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and permitted assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.