Effective Date: May 15, 2019
Bid Glass is an advertising platform (“bid.glass”, “Bid Glass”, “Bid Glass Advertising Platform”, “Platform”, “we”, “our”, “us”) for three audiences: website owners and/or operators who sell ad space via bid.glass (“Publishers”), advertisers who buy advertising placements (“Advertisements”, “Advertising”) via bid.glass (“Advertisers”), and visitors to Publisher websites shown advertisements via the Bid Glass Advertising Platform (“End Users”). The Platform web address is https://bid.glass (the “Website”).
These Terms of Service (“Terms”, “Terms of Service”, “Publisher Agreement”, “Agreement”) are entered into by you, individually and on behalf of the applicable entity identified in your registration form, (“You” or “Your”) and Bid Glass LLC and govern the access and use by You of the Bid Glass Advertising Platform as a Publisher. By clicking to accept or agree to this Publisher Agreement when this option is made available to you, you accept and agree to be bound and abide by these Terms. You represent that You hold all rights necessary to perform Your obligations hereunder. You additionally represent that you have the authority to enter into the Publisher Agreement on behalf of your company, and agree that the company and all of its employees and users will be bound by the Terms. IF YOU AND YOUR COMPANY DO NOT WISH TO BE BOUND BY THE PUBLISHER AGREEMENT, YOU MAY NOT USE THE PLATFORM.
IT IS YOUR RESPONSIBILITY TO DETERMINE IF YOUR USE OF THE PLATFORM AND ADVERTISING SERVICES IS LAWFUL AND TO COMPLY WITH ALL APPLICABLE LAWS.
Subject to Your compliance with this Agreement, Bid Glass grants you a personal, revocable, limited, non-transferable, non-exclusive license solely to access the Bid Glass Advertising Platform solely for your internal business purposes in accordance with these Terms of Service. The Platform provides You, the Publisher, with a self-service means of creating, listing and auctioning advertising areas (“Ad Units”) on Your designated website properties (“Properties” or “Sites”), software code (“Ad Code”) to place on your Properties to deliver Advertisements to End Users, tools to track the performance of Advertisements on Your Properties, and tools to monitor and moderate Advertisements, among other services (“Advertising Services”). Bid Glass reserves the right, at any time, to modify, suspend or discontinue, temporarily or permanently, the Advertising Services, or any part thereof, with or without notice. You agree that Bid Glass shall not be liable to You or to any third party for any modification, suspension, discontinuance, unavailability, or lack of performance of the Advertising Services. You are solely responsible for obtaining access to the Advertising Services, including the hosting and operation of Your website(s), and any other equipment or connectivity, and any associated third-party fees (such as Internet service provider or airtime charges or data communication charges), including fees associated with the download, display, or delivery of Advertisements. You are solely responsible for generating Advertiser interest in advertising on Your Properties, and Bid Glass does not guarantee any level of Advertiser interest or spending on Your Properties. You agree that the Advertising Services may include certain administrative communications from Bid Glass, and that these communications are a necessary part of the Advertising Services. As a result You will not be able to opt out of receiving such communications.
As an Advertising Platform, Bid Glass serves as an intermediary between Advertisers and Publishers. You hereby authorize Bid Glass to serve Advertising to Your Properties and consent to all placements of Advertising, including all associated media, links, and associated code and/or tracking technologies. While Bid Glass may, at its discretion, review the contents of Advertisements as described in Section 9, we do not review all Advertising content and it is Your sole responsibility to review and approve or reject the content of Advertisements. You will be notified of Advertising placements via the Advertising Platform, email and/or other communications methods approved by Bid Glass.
As a Publisher, you may request to add your Properties and Ad Units to the Platform. We may, in our discretion, reject your request and/or remove any of your Properties or Ad Units from the Platform at any time. We grant you a license to include on the applicable Properties the Ad Code required for us to provide the Services. You must place the Ad Code, without modification, directly within either the HTML code, server backend code, or the ad server of the applicable Properties that we have approved for such use. You may not cover or obscure any Advertisements via HTML/CSS, frames, scripting or any other means. Upon our written request, you will promptly remove Ad Code from any of your Properties. You acknowledge and agree that you may only place Ad Code on your Properties which have been approved by Bid Glass, including and limited to only those domain names which have been approved in connection with those Properties and Ad Units.
Advertisers may place Advertisements on Your Properties through the creation of campaigns through Bid Glass’ Advertising services (“Campaigns”). A Campaign may contain one or more creatives, a combination of display media and target URL (“Creatives”).
You authorize us to use automated software and non-automated means to access, and/or monitor your Properties as needed to assess Advertisement and Campaign quality and delivery and to detect and deter against Ad Fraud (as defined below in Section 3). You agree that we may collect data regarding End Users in conjunction with serving Advertisements on your Properties, including but not limited to IP addresses, user agents, ad loading time and other ad interaction related data (collectively, “End User Data”), and hereby grant us an unrestricted, irrevocable, perpetual, fully-paid and royalty-free right to use and create derivative works from said End User Data for the purposes of displaying information about Ad Units to potential Advertisers, displaying Campaign performance data to You and Advertisers who have placed Campaigns on Your Properties, and to assess ad quality and delivery and to detect and deter against Ad Fraud.
You have several options for pausing or cancelling Advertising placed on your Properties. You may reject specific Advertiser Creatives or block an Advertiser entirely from the Approve Creatives interface at https://bid.glass/publish/approve-creatives/. You may also pause or indefinitely suspend an entire Ad Unit from the Sites interface at https://bid.glass/publish/sites/.
You acknowledge that both Bid Glass and all applicable Advertisers are free to cancel any of their Advertising on Your Properties at any time and for any reason and that there is no minimum time commitment imposed on Advertisers with respect to publishing Advertising on Your Properties. You agree that neither Bid Glass nor any Advertiser shall be liable to You or any third party for any cancellation, removal or deactivation of any Advertising. You acknowledge that You are only granted those rights in the Advertising as are expressly set out in this Agreement.
Advertising fraud (or “Ad Fraud”) means the act of directly or indirectly fraudulently manipulating or fabricating advertising impressions, clicks, and/or other advertising delivery data (“Ad Tracking Events”) in any way, including, but not limited to, tampering with Ad Code or its implementation to generate fraudulent Ad Tracking Events, generating spoofed, artificial or otherwise falsified requests to the Bid Glass servers, or using code or incentives to persuade or unwittingly cause End Users or any other third party to generate fraudulent Ad Tracking Events.
Ad Units may be programmatically reloaded by You under the following conditions:
Bid Glass makes a continual, ongoing effort to detect and deter Ad Fraud. In cases where Bid Glass can prove or reasonably suspects that Ad Fraud has occurred on Advertisements on Your Properties, Bid Glass may deduct any connected earnings garnered through proven or suspected fraudulent Ad Tracking Events from Your total pending earnings under the Advertising Services. Should such a deduction put your account in a negative balance, You agree to repay Bid Glass in an amount sufficient to bring your balance to zero within 10 business days of our written request to your contact information on file. Additionally, You agree to defend, indemnify and hold Bid Glass and its suppliers, licensors, directors, officers, employees, agents and other related parties, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys’ fees and expenses, in connection with any claim or demand arising from, related to, or in connection with Ad Fraud occurring on Your Properties. You and Bid Glass acknowledge that Ad Fraud may be committed by third parties on Your Properties; however, regardless of the perpetrator, repeated or significant cases of Ad Fraud occurring on Your Properties may result in immediate termination of the Advertising Services. Bid Glass additionally reserves the right to pursue any and all applicable legal and equitable remedies against You and/or any third party suspected of committing Ad Fraud through the Bid Glass Advertising Platform.
Disallowed Content (“Disallowed Content”) is defined as any content that: (i) infringes or otherwise violates the intellectual property, publicity, privacy or other rights of any third party, (ii) breaks or violates any applicable laws, regulations or codes of conduct, (iii) contains or promotes any material which is fraudulent, deceptive, misleading, libelous, racist, hateful, or bullying, or (iv) contains or links to viruses, adware, malware, spyware or any other malicious code.
You are solely responsible for all websites, web pages, products, services, posts, messages, texts, files, links, images, photos, video, sounds and other information available on or linked to via Your Properties (“Publisher Content”). You hereby represent and warrant that: (a) You are the owner of each of the Properties or You are legally authorized to act on behalf of the owner of such Properties for the purposes of this Agreement and the Advertising Services; (b) You own or have enforceable and valid licenses to all rights in and to the Publisher Content, including without limitation all copyright, trademark, patent, trade secret, publicity or other proprietary rights and (c) the Publisher Content does not and will not contain any Disallowed Content.
You hereby represent and warrant that Your Properties are not directed to children under 13 years old.
You shall not, yourself, or permit or authorize any other party to:
You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of the Terms of Service and that we may pursue any and all applicable legal and equitable remedies against You, including but not limited to an immediate suspension of Your account, termination of the Agreement, and the pursuit of all available civil or criminal remedies.
Your use of the Platform is subject to Your creation of an account (an “Account”). By creating an Account, if you are an individual, you represent that you are at least 18 years of age. You are solely responsible for your use of the Platform (e.g., access to and use of the Account and safeguarding usernames and passwords).
You agree that Bid Glass may access, preserve and disclose Your account information, and any information about Your Properties, if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to among other things: (1) comply with legal process; (2) enforce the Terms of Service; (3) respond to claims that any Property or Publisher Content violates the rights of third parties; (4) respond to Your requests for customer service; or (5) protect the rights, property or personal safety of Bid Glass, its users or the public.
You understand that all Advertising and all content, information, data, text or other materials available through clicking on or linking through Advertising or Ad Units, including without limitation the Advertiser websites (“Linked Content”), are the sole responsibility of the Advertiser or the third party from whom such content originated.
Bid Glass does not guarantee the quality, accuracy, completeness, or truthfulness of any Advertising, any information about any Advertiser which is made available on the Website or otherwise by Bid Glass, or any Linked Content. Notwithstanding anything to the contrary, You acknowledge that Bid Glass does not control, approve of, or endorse any Advertiser, Advertising or Linked Content and makes no other representations or warranties with respect thereto.
You should rely on Your independent investigation of an Advertiser before accepting Advertising from such Advertiser. You agree to evaluate, and bear all risks associated with, the displaying of Advertising on Your Properties. You understand that while Bid Glass imposes certain content restrictions on its Advertisers, Bid Glass does not review all Advertising and by using the Advertising Services You acknowledge that Advertising that is offensive, illegal, indecent or objectionable may be displayed on Your Properties. Under no circumstances will Bid Glass be liable in any way for any Advertising or Linked Content.
As paid Advertisements from Advertisers are displayed on Your Properties, gross earnings will be credited to Your account by Bid Glass according to the effective bid rate of each impression (“Advertising Fees”), and You acknowledge that settlement of Advertising Fees in Your account may not be immediate and are subject to additional fees and deductions as described below. The calculation of Advertising Fees and bid rates is described in detail in our Advertiser Agreement, which can be viewed online at https://bid.glass/legal/advertiser-tos.php. Advertising Fees represent the total fees due to Bid Glass from Advertisers for the Advertising displayed on Your Properties, and You will be entitled to receive a payment equal to Advertising Fees less the following: (a) 20% of the Advertising Fees as a commission to Bid Glass; (b) any applicable Deductions (as defined below); and (c) any applicable taxes, charges or other fees or duties imposed by any government entity in connection with the Terms of Service or Your participation in the Advertising Services (“Taxes”) (the resulting figure being “Publisher Earnings” or “Earnings”). Publisher Earnings are in U.S. Dollars or in such other currency as may be agreed to in writing with Bid Glass. Publisher Earnings shall be calculated solely based on records maintained by Bid Glass and no other measurements or statistics of any kind shall be accepted by Bid Glass or have any effect under the Terms of Service.
Deductions may be made for any current or past earnings linked to: (i) Advertising Fraud, (ii) non-payment or chargebacks from Advertisers, (iii) the correction of any errors made in the calculation or reporting of Advertising Fees, and (iv) failure to properly display Advertising on Your Properties according to these Terms (collectively, “Deductions”).
You can monitor the accrual of Your Advertising Fees via our earnings interface at https://bid.glass/publish/earnings/. The amounts reported by the earnings interface reflect the Advertising Fees accrued less our 20% commission, and do not reflect any applicable Deductions or Taxes.
We will pay you the sum total of your Earnings, within 30 days after the end of each month in which the Advertisements were served, according to the banking or other payment processing account information You provided in your Account, subject to our prior receipt of valid payment and tax information from You. Notwithstanding the foregoing, if the amount accrued during any applicable month is less than $25 (USD), payment will be deferred until the month in which the cumulative balance owed to you exceeds $25 (USD) or the Agreement is terminated in which case Bid Glass will remit to you the balance of Earnings within 30 days of the effective date of termination, except that Bid Glass shall have no obligation to remit any balances to the extent Bid Glass terminates the Agreement for cause as a result of your material breach of any of the terms set forth herein.
Should any Deductions put your account in a negative balance, You agree to repay Bid Glass in an amount sufficient to bring your balance to zero within 10 business days of our written request to your contact information on file. In addition, should your account go into a negative balance for any reason, including without limitation fees owed due to Deductions and fees owed for Your own provision of Advertising to other Bid Glass Publishers under Bid Glass’ Advertiser Terms of Service, Bid Glass reserves the right to withhold payment until all outstanding payments have been made or until Your cumulative Earnings have offset the negative amount of Your account.
You agree to pay all Taxes. Bid Glass may require you to disclose your residency status for tax purposes upon registration with our system and You hereby represent and warrant to Bid Glass that such residency information is and shall be accurate, true and complete in all respects. You hereby irrevocably release and forever discharge Bid Glass from and against any claims You might have now or in the future in relation to the application, collection or remittance of sales or other applicable taxes in respect of the Advertising Fees.
You acknowledge that Bid Glass retains all rights, titles and interest, including all related copyright, trademark, trade secret, patent and other proprietary rights, in and to the Bid Glass Advertising Platform, Website, and Advertising Services, and all aspects of which that are owned by, authored by, or licensed by Bid Glass, including but not limited to all associated software, technology, techniques, methods, know-how, tools, templates, processes, data, information, media, text, icons, logos, and domain names (collectively, the “Bid Glass IP”). The Bid Glass IP are in no way sold or transferred to You and you will not modify, translate, or create derivative works based on the Bid Glass IP or otherwise use them for any purposes of unfair competition.
You may provide feedback to Bid Glass concerning the functionality, performance and reliability of the Advertising Services or Platform as reasonably requested by Bid Glass from time to time, including identifying potential errors and suggestions for improvements (“Feedback”). You hereby assign to Bid Glass all right, title, and interest in and to the Feedback and, to the extent not assignable, hereby grants to Bid Glass a perpetual, irrevocable, transferable, royalty-free and fully paid-up license, with the right to sublicense, to use and exploit such Feedback and related information in any manner and for any purpose whatsoever.
You hereby grant Bid Glass a non-exclusive, royalty-free right and license to use and share Your company and/or website names and logos on the Website and in association with Bid Glass’ business, including without limitation in presentations, Publisher listings, search and statistical information, marketing materials, and customer lists.
You acknowledge that certain non-public technical or business information of Bid Glass that You may access to as a result of Your use of the Advertising Services are considered proprietary and confidential to Bid Glass (“Confidential Information”). Confidential Information includes Bid Glass IP and information relating to Bid Glass pricing, products and services, vendors, licensors and Advertisers. You hereby agree to hold all such Confidential Information in strict confidence with the same degree of care You use to protect Your information of a confidential nature (which in no event shall be less than a reasonable degree of care) and to only use or disclose it to the extent it is required for Your use of the Advertising Services under this Agreement or as authorized in writing by a duly authorized representative of Bid Glass. Confidential Information does not include information that has become publicly known through no breach by You, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority provided that before disclosing such information, where permitted by law, you must provide Bid Glass with sufficient advance notice of the agency’s request for the information to enable Bid Glass to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.
This Agreement shall remain in full force and effect while you use the Advertising Services. Bid Glass may, for any reason, with or without notice, in its sole discretion, terminate this Agreement and discontinue the Advertising on Your Properties (or any part thereof), suspend or terminate the participation of any of Your Properties, or terminate or deactivate Your account (including without limitation deletion of all account information and removal of access to the Advertising Platform). Bid Glass may investigate any activity that may violate the Publisher Agreement. Without restricting the foregoing, You acknowledge that Bid Glass may deactivate Your Account without notice if there has been no activity on it for a period of 6 months or more (as measured by Bid Glass).
You may, on ten days’ written notice to Bid Glass, including via the Advertising Platform or email, terminate this Agreement and deactivate Your Account.
The deactivation of an Account will largely disable its functionality and its access to the Advertising Services and information generated by Your Account and Sites. The deactivation of an Account will also substantially limit the public availability of Publisher information; however, we may retain certain information for payment, accounting and other record-keeping purposes, and some data, including data regarding past Campaigns, may remain available to other users of the Advertising Services, including Advertisers, even after an Account has been deactivated.
In case of any termination, or removal of any Ad Unit or Property, You will remain responsible for all commissions payable and/or already paid to Bid Glass for any Advertising displayed on Your Properties up to and including the effective date of cancellation as determined by Bid Glass. Bid Glass shall not be liable to you or any third party for any discontinuation or termination of (i) Advertising on Your Properties; (ii) Your Account; or (iii) Your access to the Advertising Services.
The following Sections of this Agreement shall survive any termination: 3, 5, 6, 7, 8, 9, 11, 13, 14, 15, 16, 17 and 18.
You agree to defend, indemnify and hold Bid Glass and its Advertisers, suppliers, licensors, directors, officers, employees, agents and other related parties, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys’ fees and expenses, in connection with any claim or demand arising from, related to, or in connection with (a) Your breach or violation of this Agreement; (b) the Properties or Publisher Content; (c) Your violation of any applicable federal, state or local law or regulation; or (d) any claims that any content or information You provide to Bid Glass hereunder violates the rights of any third party. Further, you will assist and cooperate as fully as reasonably required by Bid Glass in the defense of any such claim or demand.
You hereby irrevocably release Bid Glass and its suppliers, licensors, directors, officers, employees, agents and other related parties (collectively “Bid Glass Parties”), from and against any and all actions, causes of action, liabilities, claims, demands for damages, insurance proceeds, expenses, costs or loss, of any kind and nature whatsoever and howsoever arising, which You have ever had, may now have, or may hereafter have against the Bid Glass Parties, or any one or more of them, that are in any way relating to any Advertising or Linked Content, including without limitation the nature or quality of any products, services or content advertised or provided in or through such Advertising or Linked Content.
THE PLATFORM, ADVERTISING SERVICES, AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE, OR NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) BID GLASS AND ITS ADVERTISERS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA, OR LOSS OR INTERRUPTION TO YOUR BUSINESS) WHETHER UNDER THEORY OF CONTRACT (INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH), TORT (INCLUDING WITHOUT LIMITATION STRICT LIABILITY OR NEGLIGENCE IN ANY DEGREE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (II) YOUR EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION AGAINST BID GLASS IN CONNECTION WITH YOUR USE OF THE PLATFORM AND THE PERFORMANCE OF THE ADVERTISING SERVICES, AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE ACTION) SHALL BE LIMITED TO PAYMENT FOR ACTUAL DAMAGES UP TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE GREATER OF (1) THE AGGREGATE AMOUNT OF COMMISSIONS RECEIVED ON ADVERTISING FEES BY BID GLASS FROM YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (2) US $10.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to comply with all applicable laws, and accept sole responsibility, regarding the transmission of technical data exported from the jurisdiction in which You and/or Your business entity is domiciled.
Except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
Bid Glass may provide You with notices, including those regarding changes to the Terms, by email, regular mail (to the addresses in Your account), or postings in Your account interface on the Advertising Platform. Notices are deemed received when sent (for email) or no more than five days after having been posted (for messages in Your account interface).
You shall comply with all applicable laws, statutes, rules of conduct, ordinances and regulations regarding the operation of Your Properties, Your use of the Advertising Services, and Your management and display of Ad Units and Advertising on Your Properties.
The Publisher Agreement shall be binding upon and shall inure to the benefit of You and Bid Glass and their respective successors and permitted assigns. The Agreement may not be assigned by You, in whole or in part, without the prior written consent of Bid Glass. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
Neither party shall be liable for any delay (except for obligations to pay all fees and other payments hereunder) or other failure of performance caused by reasonably unforeseeable factors beyond its control, including without limitation strikes, riots, insurrection, labor shortage, earthquake, hurricane, epidemic, war, acts of terrorism, fire, acts of God, or governmental acts or regulation.
The parties are independent contractors, and nothing in the Agreement or the performance of the Advertising Services shall be considered to create a partnership, joint venture or similar relationship between the parties.
The Publisher Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Each party agrees that any dispute shall be brought exclusively in the state or federal courts sitting within the judiciary district of the United States District Court in the Eastern District of Pennsylvania, Philadelphia County, and that it will submit to the jurisdiction of the state or federal courts therein, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
All demands, notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified, (b) upon sending if by email (with confirmation), if sent during normal business hours and, if not, then on the next business day, (c) three (3) days after mailing, if sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after dispatch, if sent by a nationally recognized overnight courier, with respect to Bid Glass, address to Bid Glass LLC, 16192 Coastal Hwy, Lewes, DE 19958; and with respect to You, to the address You provided while registering Your account.
If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder hereof shall not in any way be affected or impaired thereby. The headings in the Agreement are intended for convenience of reference and shall not affect its interpretation. The Agreement and any incorporated documents or amendments contain the entire agreement of the parties with respect to its subject matter and supersede all existing agreements and all other oral, written or other communications between them concerning its subject matter. Neither party’s failure to enforce strict performance of any provision of the Agreement will constitute a waiver of a right to subsequently enforce such a provision. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of the Agreement. The Agreement may be amended by the parties, provided that no amendment, modification or waiver of the Agreement shall be valid unless made in writing and signed by an authorized representative of the party to be charged.
Any rights not expressly granted by the Agreement are reserved to Bid Glass.