Susquehanna Labs Terms and Conditions
REV 1
1. Applicability. The following Terms and Conditions (“Terms”) of Susquehanna Labs, LLC, a Maryland limited liability company, (“Susquehanna”) shall apply and govern any sale of services by Susquehanna and/or any of its subsidiaries and/or affiliates, to the undersigned Buyer. For purposes of these Terms, Susquehanna and Buyer each may be referred to individually as a “Party” and together as the “Parties.”
2. Services.
2.1. Susquehanna’s Services may include, but are not limited to, ballistic testing and evaluation for body armor, vehicle armor, combat helmets, and other ballistic samples and coupons, stab resistance testing, weapons and firearm testing, ammunition pressure and velocity testing, forced entry testing, outdoor range rental and/or other services that may be provided in any Service Quotation (as defined below) (collectively, the “Services”).
2.2. Susquehanna provides the Services as specified in a written service quotation provided to Buyer (“Service Quotation”). Service Quotations are offered for acceptance within sixty (60) calendar days from the date printed on the face of the Service Quotation, unless a longer time period is specified in the Service Quotation. Susquehanna will not commence services or be bound by contract until the Service Quotation has been accepted and signed by Susquehanna and Buyer (the “Order”).
2.3. Additional or differing terms or conditions proposed by Buyer or included in Buyer’s request for Services or attachments thereto are hereby objected to by Susquehanna and shall have no effect unless expressly accepted in writing by Susquehanna. No modification or waiver of these Terms or the Order shall bind Susquehanna or Buyer unless written, signed, and accepted by an individual who is expressly authorized in writing by that respective Party to bind it to modifications or waivers of these Terms, including an owner, member, officer, or other individual formally designated by that Party (the “Authorized Representative”). Buyer’s submission of items for testing shall constitute Buyer’s acceptance of these Terms and the applicable fees.
3. Payments.
3.1. Fees. In exchange for the Services to be provided under these Terms, Buyer shall pay Susquehanna the fees specified in the Services Quotation provided to Buyer. All fees quoted are exclusive of taxes, shipping, handling, and other charges unless expressly stated otherwise. Susquehanna reserves the right to suspend provision or access of, or to, the Services to Buyer for which Buyer fails to submit applicable fees to Susquehanna. All pricing details are budgetary in nature and may not be utilized as a basis for pricing similar, repeat, or subsequent orders.
3.2. Invoices. Susquehanna shall invoice Buyer for Services upon completion or as otherwise specified in the applicable documentation. For projects of extended duration, Susquehanna may issue interim invoices based on milestones or at regular intervals. Susquehanna reserves the right to invoice for all set-up, fixturing, materials, rentals and costs.
3.3. Payments Due. Payment is due within thirty (30) days of the invoice date unless otherwise specified in writing. Susquehanna reserves the right to require advance payment or deposits for certain Services or Buyers.
3.4. Late Payments. If Buyer fails to timely pay any undisputed fees by the applicable due date, Susquehanna shall be entitled to interest from the day on which the fees became due. Both Parties agree that the rate of interest on overdue invoices shall be the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, if Susquehanna incurs any costs, expenses, or fees, including attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due from Buyer, Buyer agrees to reimburse Susquehanna for all such costs, expenses and fees. Failure to make payments when due shall entitle Susquehanna to discontinue the Services without further notice and such failure may result in additional requirements or deposit requirements being imposed before work is resumed.
3.5. Taxes. All prices quoted are exclusive of taxes, unless otherwise specified in the Service Quotation. Buyer agrees that all taxes, interest and penalties thereon, if any, relating to the services performed hereunder, excluding taxes based upon Susquehanna’s income and ad valorem property taxes of Susquehanna, are to be paid when due by Buyer or as otherwise provided in the Service Quotation.
4. Susquehanna’s Obligations and Rights.
4.1. Performance of Services. Susquehanna shall perform the Services in accordance with the procedures and specifications provided by Buyer and expressly incorporated into the accepted Order, including any deviations identified in the applicable Services Quotation. If Buyer’s specifications do not address a particular issue, or if Buyer fails to timely respond to inquiries by Susquehanna, Susquehanna reserves the right to perform services in accordance with its standard practices. Susquehanna shall not be responsible for errors or omissions, or consequential effects of such errors or omissions, due to Buyer’s supplied or approved procedures, specifications, or other supplied information. Susquehanna shall not be responsible for incompatibility of the Buyer’s supplied or approved materials, specifications or test specimens.
4.2. Schedule and Pricing. The schedule and pricing in the Service Quotation are estimates based on Susquehanna’s current workload and receipt of complete Buyer materials. Because testing timelines are inherently uncertain, all dates and test durations are approximate and may be rescheduled. Susquehanna shall not be responsible for delays, damages, costs, or expenses arising from events beyond its reasonable control, including severe weather, equipment failure, labor issues, material or utility shortages, government actions, or similar events (“Force Majeure Events”). Force Majeure Events do not allow termination of these Terms or any accepted Order and will extend performance time by the length of the delay on a business-day basis.
4.3. Change Orders. Susquehanna is not obligated to perform any additional services not specified in the accepted Order, including, but not limited to, repeat testing. If Susquehanna agrees to perform additional services requested by Buyer’s change to the accepted Order (hereinafter, a “Change Order”), Susquehanna’s price and schedule shall be equitably adjusted (a “Price Change”) for the additional work commensurate with the changed requirements, the status of Susquehanna’s work in process at the time of Susquehanna’s receipt of the Buyer’s Change Order, and Susquehanna’s written acceptance of the changed or added work. Any Price Change shall be binding upon acceptance of the Price Change by Buyer, which shall include without limitation, an amended Service Quotation delivered by Susquehanna and signed by Buyer, a change of scope form signed by Buyer, performance by Buyer by payment to Susquehanna of amounts owed in respect of any Price Change, and any other commercially reasonable means of acceptance consistent with past or industry practice.
4.4. Interruptions. If for any reason beyond Susquehanna’s control, the original test program is interrupted at Buyer’s direction, or is interrupted or delayed due to: (i) a failure or malfunction of items under test; (ii) a failure or malfunction of Buyer’s support equipment; (iii) additional services (e.g., repeat tests) necessitated by specimen failure, then standby charges will be assessed beginning four (4) business hours after Susquehanna’s notification (by telephone, e-mail and/or in-person) to Buyer of the interruption or delay or as otherwise provided in the Service Quotation. Buyer will be charged the daily rate of the equipment on standby, or a minimum of one hundred percent (100%) of the total amount of the quoted line item(s) delayed. Re-setup charges may apply at the resumption of testing. If Buyer places a hold on the work for more than ninety (90) days for any reason beyond Susquehanna’s control, Susquehanna reserves the right to re-quote the services prior to performing any additional work.
4.5. Storage Fees. Susquehanna reserves the right to charge storage fees for Buyer’s Property (as defined herein) and any Buyer-supplied articles, supplies, specifications, fixtures, special tooling, drawings or related items provided by Buyer (the “Buyer-supplied Articles”) which are unclaimed thirty (30) calendar days following issue of the final invoice. Susquehanna may dispose of Buyer’s Property and any Buyer-supplied Articles forty-five (45) days following issue of the final invoice. Buyer-supplied equipment at Susquehanna’s facilities shall be subject to additional charges for disposal, storage, transportation, and other charges, to the extent applicable, where Buyer does not remove the property from Susquehanna’s facility or provide timely disposition instructions following written notice to remove such items. Buyer hereby acknowledges that Susquehanna shall have no liability whatsoever for any losses incurred by Buyer in connection with Buyer’s Property and the Buyer-supplied Articles for so as long as they remain unclaimed after Susquehanna’s written notice to Buyer to remove Buyer’s Property and the Buyer-supplied Articles.
5. Buyer’s Obligations and Rights.
5.1. Buyer’s Property and Shipping Responsibilities. Unless otherwise specified therein, the prices in the Service Quotation are based upon the timely receipt of all “Buyer’s Property”, as defined herein, in correct and operating condition, and all related technical information, prior to the date such items are required to support Susquehanna’s offered schedule. “Buyer’s Property” includes but is not limited to: Buyer’s owned, leased, borrowed or hired property; Buyer furnished government property; Buyer furnished Contractor Acquired Property and all similar property of Buyer’s subcontractor’s furnished to Susquehanna, or by Susquehanna, for the Order. All test articles and equipment must be received by Susquehanna in one (1) lot, unless specific exemptions to this requirement are specified in the Service Quotation. Buyer is responsible for all freight charges, freight insurance, duties, customs brokerage fees, transit taxes and export/import filings for transfer of freight inbound or outbound, unless specific exemptions to this requirement are specified in the Service Quotation. If Buyer requires assistance from Susquehanna in securing Customs clearance and delivery of test items to Susquehanna’s facility, then Buyer will be charged for duties, fees, taxes, US transportation and administrative costs incurred by Susquehanna in assisting with delivery. Buyer shall provide to Susquehanna a listing of all property, and its “unit replacement value” (in accordance with DFARS 211.274-3) of each item proposed to be furnished by Buyer where the total value of the shipment exceeds fifty-thousand US dollars (US$50,000). If not so separately declared, Buyer agrees that the total value of shipment is less than fifty-thousand US dollars (US$50,000).
5.2. Compliance with Applicable Laws. Each Party agrees to comply with any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under these Terms (“Applicable Laws”), which include without limitation the foregoing:
5.2.1. Anti-Bribery and Anti-Corruption. Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption, which may include the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010.
5.2.2. Export Controls. Buyer shall identify items, materials or information which are subject to control by any export regulations and shall identify any items or materials where export sensitive information can be obtained by casual inspection of the items or material (i.e., no disassembly or touch). Buyer agrees to cooperate with Susquehanna by providing any information required under the Arms Control Export Act, the Export Administration Act, the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations, or other export control laws and regulations. Each Party shall comply with the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the sanctions regulations administered by the Office of Foreign Assets Control, and any other applicable export laws, restrictions, and regulations (collectively, “Export Controls”) to ensure that no body armor, vehicle armor, combat helmets, other ballistic samples and coupons, ammunition, firearms, or weapons in its custody or control are (a) exported, re-exported, or transferred in-country directly or indirectly in violation of Export Controls or (b) used by any person and/or for any purposes prohibited by Export Controls.
5.2.3. Economic Sanctions. Neither Party will, directly or indirectly, deliver Susquehanna body armor, vehicle armor, combat helmets, other ballistic samples and coupons, ammunition, firearms, or weapons related thereto to (i) an individual, entity, country, or region identified on the Consolidated Screening List, available at https://www.trade.gov/consolidated-screening-list, (ii) an individual or entity in Russia, China, Iran, North Korea, Cuba or Belarus ((i) and (ii) collectively, “Sanctions Target”), or (iii) to any party that is 50% owned by one or more Sanctions Target. Each Party represents that (a) it is not a Sanctions Target; and (b) it is not otherwise prohibited (based on 50% ownership, location for operations or use or other legally relevant factors) from providing or receiving Services, as applicable, without a license or other approval under Export Controls.
5.3. Intellectual Property. Any reports or data provided as deliverable items are “works made for hire” and are the exclusive property of Buyer and may be reproduced, distributed or sold by Buyer without limitation, excepting that such reports and data shall be reproduced, distributed or sold only in their entirety, and with all markings intact, and shall not be edited or reproduced in other formats. Any misuse or fraudulent misrepresentation of the reports or data, or the information contained therein, is the exclusive liability of Buyer, their successors and assigns.
5.4. Hazard Notification. Susquehanna may at times, and from time-to-time, notify Buyer, in writing, that unusual or excessive hazards exist in the Buyer’s supplied procedures or specifications, or of dangers to excessively high value items. In such instances, the notification shall be deemed to be a formal notification of the hazard, and Buyer agrees to provide a full waiver of all liability for any damage to Buyer’s Property, if so requested by Susquehanna.
6. Limitation of Liability; Warranties.
6.1. IN NO EVENT SHALL SUSQUEHANNA BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFITS, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL EXEMPLARY, OR PUNITIVE DAMAGES OF ANY TYPE OR NATURE, WHETHER ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THESE TERMS, OR DESTRUCTION OF BUYER’S PROPERTY WHETHER BASED IN BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE OR WHETHER OR NOT SUSQUEHANNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SUSQUEHANNA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR OTHER RELATIONSHIP BETWEEN THE PARTIES, EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER FOR THE SERVICES GIVING RISE TO THE APPLICABLE CLAIM IN THE LAST SIX MONTHS BEFORE A CLAIM IS MADE.
6.2. SUSQUEHANNA SHALL NOT BE RESPONSIBLE FOR ERRORS OR OMISSIONS, OR CONSEQUENTIAL EFFECTS OF SUCH ERRORS OR OMISSIONS, DUE TO THE BUYER’S SUPPLIED OR APPROVED PROCEDURES, SPECIFICATIONS, OR OTHER SUPPLIED INFORMATION. SUSQUEHANNA SHALL NOT BE RESPONSIBLE FOR INCOMPATIBILITY OF BUYER’S SUPPLIED OR APPROVED MATERIALS, SPECIFICATIONS, OR TEST SPECIMENS.
6.3. Susquehanna warrants that the Services will be performed in accordance with the specifications and express warranties stated in these Terms and the applicable order. Susquehanna shall perform the Services in a professional and workmanlike manner, exercising a reasonable degree of care consistent with generally accepted industry standards for testing services. If the Services fail to conform to the foregoing warranty, Susquehanna will, at its option, correct or re-perform the nonconforming Services, provided that Buyer gives Susquehanna written notice of the claimed nonconformance within ninety (90) calendar days after delivery of the final deliverable for such Services (the “Warranty Period”). Susquehanna shall be given reasonable opportunity to re-perform the Services at its expense. If Susquehanna is unable to re-perform the nonconforming Services, Buyer and Susquehanna shall mutually agree upon an equitable adjustment to the price, which shall not exceed the amount paid for the nonconforming Services. No claim of any kind relating to the conformity of the Services to this warranty, whether based on contract, negligence, strict liability, warranty, or any other legal theory, shall exceed the price paid for the specific nonconforming Services giving rise to the claim. If Buyer disputes the results or conclusions of the Services for any reason and requests additional work to verify such results, Susquehanna shall be entitled to payment for the additional work required to perform such verification, provided the original results are subsequently verified.
6.4. EXCEPT FOR ANY UNRESOLVED WARRANTY CLAIMS TIMELY ASSERTED DURING THE WARRANTY PERIOD, SUSQUEHANNA’S LIABILITY OF EVERY KIND ARISING FROM OR RELATING TO THE SERVICES SHALL TERMINATE UPON EXPIRATION OF THE NINETY (90) DAY WARRANTY PERIOD.
6.5. THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER’S EXCLUSIVE REMEDIES AND SUSQUEHANNA’S SOLE OBLIGATIONS WITH RESPECT TO ANY CLAIM ARISING FROM OR RELATING TO THE SERVICES.
6.6. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT THERE ARE UNKNOWN HAZARDS ASSOCIATED WITH THE SERVICES PROVIDED UNDER THESE TERMS WHICH SUSQUEHANNA CANNOT SAFEGUARD AGAINST.
6.7. THERE ARE NO WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS SECTION. SUSQUEHANNA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW.
7. Termination. Buyer may, by written notice to Susquehanna, terminate the Services for its sole convenience. In the event of such termination, Susquehanna shall immediately cease all terminated work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease any terminated work. Buyer may also, by written notice to Susquehanna, terminate the Services: (i) if Susquehanna fails to perform any other provision of these Terms or the Service Quotation (ii) fails to make progress, so as to endanger performance of the Services, and, in either of these two circumstances, within ten (10) days after receipt of notice from Buyer specifying the failure, does not initiate a cure of the failure or provide Buyer with a written detailed plan adequate to cure the failure; or (iii) in the event of Susquehanna’s bankruptcy, suspension of business, insolvency, appointment of a receiver for Susquehanna’s property or business, or any assignment, reorganization or arrangement by Susquehanna for the benefit of its creditors. In case of termination by Buyer, Susquehanna may submit a claim to Buyer within sixty (60) calendar days after the effective date of termination for fees owing for goods or services provided prior to the effective date of such termination, including any cancellation charges under the Service Quotation, plus equitable termination charges (collectively the “Termination Charges”) based upon the status of work completed or in process, commitments made and facilities allocated. Termination Charges shall not include lost profits or unabsorbed overhead and shall not exceed the remaining contract price. Susquehanna shall continue Services not terminated or disputed, unless prohibited by law or court order.
8. Confidential Information.
8.1. Each Party may receive or have access to confidential or proprietary information of the other Party (“Confidential Information”). Confidential Information includes the respective propriety knowledge of each Party, information that is marked or identified as confidential, as well as information that a reasonable person would understand to be confidential or proprietary based on the nature of the information and the circumstances of disclosure. Any tooling or test setups created for a project are Susquehanna’s property and stay at Susquehanna’s facility. Test fixtures, designs, and related data belong to Susquehanna unless the Service Quotation specifically states they will be delivered. Each Party agrees to take all necessary measures to protect Confidential Information from unauthorized access, release, copying, transmission, or use. Each Party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each Party shall use reasonable care to ensure that employees and third parties receiving access to Confidential Information are subject to the same requirements of confidentiality as identified herein.
8.2. Each Party shall promptly notify the other Party if it is required by statute, regulation, court order, or other lawful governmental demand to disclose any of the other Party’s Confidential Information.
8.3. These confidentiality provisions shall survive termination or expiration of these Terms for a period of three (3) years, unless superseded by a separate non-disclosure or proprietary information agreement executed by mutual written consent of the Parties.
9. Indemnification. Buyer shall indemnify, defend and hold Susquehanna and its affiliates, officers, directors, employees, contractors, agents, successors and permitted assigns harmless from and against any and all claims, suits, liabilities, damages (including, without limitation, property damage), injury (or death), losses, costs or expenses, including attorney’s fees, arising out of or in connection with any breach by Buyer of any of its representations, warranties, or covenants in these Terms, violation by Buyer of any Applicable Law, or infringement by Buyer of any third party’s or Susquehanna’s intellectual property rights (including without limitation, patents, trade secrets, copyrights, confidential information or other proprietary information). Each Party hereby agrees to indemnify and hold harmless the counter Party from any form of action, lawsuit, claims, losses, costs (including attorney’s fees), expenses or damages arising from the injury, illness or death of Buyer’s customers, employees, agents or invitees directly or indirectly related to the Services provided by Susquehanna under these Terms, except to the extent such injury, illness or death is proven to have been caused by, or resulted from, the gross negligence of the Party seeking to be indemnified.
10. General Provisions.
10.1. Notices. Any notices required to be given under these Terms by either Party to the other shall be in writing and shall be transmitted either by (i) registered mail, (ii) certified mail, return receipt requested, (iii) overnight mail (with all fees paid), or (iv) email, addressed to the Party to be notified at the address listed on the signature page hereto or to such other address or person as such Party shall specify by like notice. All notices shall be effective upon confirmation of successful transmission.
10.2. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
10.3. Choice of Law and Venue. These Terms, and any and all claims arising out of or relating to these Terms, or arising from any of the proposals, negotiations, communications, or understandings regarding these Terms, will be governed by and construed in accordance with the laws of the State of Maryland, applicable to contracts made entirely within Maryland and wholly performed in Maryland, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any action arising out of or relating to these Terms will be an appropriate federal or state court located in Maryland. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING FROM THESE TERMS. Further, neither the United Nations Convention on Contractors for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. BUYER FURTHER REPRESENTS, AGREES AND WARRANTS THAT ANY COURT OR OTHER JURISDICTION WHERE BUYER IS INCORPORATED OR OTHERWISE HAS JURISDICTION OVER BUYER WILL ACCEPT THESE TERM’S GOVERNING LAW AND FORUM PROVISIONS AND WILL ENFORCE AND BUYER WILL NOT CONTEST ANY BINDING JUDGEMENTS RENDERED ACCORDING TO THIS SECTION AND SUSQUEHANNA SHALL NOT BE REQUIRED TO CONDUCT ANY FURTHER HEARINGS, LITIGATION OR OTHER RECONSIDERATION OF THE DISPUTED FACTS IN ORDER TO ENFORCE ANY JUDGEMENT OR A DECISION RENDERED BY A COURT HAVING PROPER JURISDICTION PROVIDED FOR IN THIS SECTION OR THESE TERMS.
10.4. Waiver: Rights Cumulative. No waiver of any term or right in these Terms shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of these Terms shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of these Terms thereafter. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
10.5. Counterparts. These Terms may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.
10.6. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in these Terms, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other Party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
10.7. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Susquehanna. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms. Susquehanna may assign its rights and delegate of any of its obligations under these Terms without consent of Buyer.
10.8. Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and intellectual property and/or protections of proprietary rights and trade secrets shall survive the termination of these Terms.
10.9. Entire Terms & Modification. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. These Terms may only be modified in whole or in part, by an instrument in writing signed by both parties hereto, or their respective successors or assignees.