https://tandemsolutions.co

info@tandemsolutions.co

1-888-495-1767

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TECHNOLOGY MAINTENANCE AGREEMENT

(this “Agreement”)

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Background

This Agreement is by and between Tandem PGH, LLC (“Tandem”) and the person agreeing to the terms and conditions of this document either online or in print form of this document (“User”). Tandem and the User, intending to be legally bound, agree as follows:

1. THE ENTIRE AGREEMENT. 

The User acknowledges that this Agreement is a binding agreement (even if clicked-through online), and, further, that this Agreement is the final, complete and exclu­sive state­ment of the entire agreement and understanding between the parties. This Agree­ment supersedes any prior and contem­poraneous pro­posals, requests for proposals, and all commun­ications regarding the sub­ject matter of this Agree­ment, whether oral or written. This Agreement may not be modified except by a written document which specifically references this Agreement and the specific term or condition to be modified, and is execut­ed by the parties.

This document shall also serve as a “Master Agreement” such that the terms and conditions contained in this document may be used with one or more discrete project tasks (“Task” or “Tasks” as the context requires) accepted by Tandem in Tandem’s project management software suite (“CRM”), which is incorporated herein by this reference. Tandem reserves the right to modify mechanisms of CRM or Subscription (defined below) implementation.

Tandem may, in its sole and absolute discretion, modify this Agreement at any time in our sole discretion, and any modifications shall be effective immediately upon posting to our website, https://www.tandemsolutions.co/tandem-policies/terms-and-conditions. Except to the extent of an agreed Task by the approval mechanism established herein or otherwise by Tandem, or prior to thirty (30) calendar days advance notice of modifications to this Agreement, your use of the Services after such modifications constitutes your irrevocable acceptance of this Agreement as modified. If you do not agree to be bound by this Agreement as modified, do not continue to use the Services and notify Tandem immediately in writing. At Tandem's discretion, we may notify you of modifications to this Agreement by email. 

2. DEFINITIONS.

In addition to the term otherwise defined, as used herein and throughout this Agreement: 

1. Subscription means the term of recurring payments made by the User for a designated number of hours of Services in accordance with the specific term purchased by the User as agreed by Tandem, e.g., monthly, quarterly, etc. By way of example only, a Subscription payment for the month of January is limited to those number of hours purchased for the month of January.
2. Effective Date means the date the first Subscription payment was processed and received by Tandem. 
3. User Content means all materials, information, photography, writings and other creative content provided by the User for use with the Services. 
4. Deliverables means the Services, as well as tangible work product arising from Tasks. 
5. Tandem Tools means all tools developed and/or utilized by Tandem in performing the Services, whether or not third-party manufactured, including without limitation pre-existing and newly developed software including source code, web authoring tools, project management tools, content management tools, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable content.
6. Services means all services provided to the User by Tandem as described and otherwise further defined in Tasks. 
7. 3rd Party Products means any software, service, tools, or application developed and owned by a 3rd party provider that we or you use to operate your technology.
8. 3rd Party Content means any media or content such as stock photography or video that may have licensing terms and conditions beyond the scope of this agreement.
9. The terms “we”, “us” or “our” shall refer to Tandem. The terms “you”, “your”, “customer” or “User” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. 
10. Site means the website, if any, assigned for Tasks.

3. FEES AND CHARGES.

In consideration of the Services, the User shall pay to Tandem fees in the amounts and according to the payment schedule set forth in their Subscription, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule. Except to the extent otherwise expressly provided in any Subscription hereto, invoices are due upon receipt. If payment is not successfully completed, Tandem will stop all Services and disable the User’s access to their account. The User shall indemnify and hold Tandem harmless, including reasonable attorneys’ fees, for all costs associated with loss of access to Tandem’s tools. The fee as paid is not refundable and has no independent value or offset credit value. 

4. DESCRIPTION OF SERVICES

1. In-Scope Tasks. In-Scope Tasks are those Tasks that are identified from time-to-time in writing by Tandem, as well those Tasks accepted by Tandem in the CRM without qualification or commentary. In-Scope Tasks are solely for time-based Services; that is, there are no definitive specifications, out of pocket costs or other work product, all of which are Out-of-Scope Tasks
2. Out-of-Scope Tasks. Out-of-Scope Tasks are Tasks that are mutually exclusively not In-Scope Tasks. Without limiting the generality of the foregoing, Out-of-Scope Tasks are Tasks that are based upon specific User specifications, Deliverables, and also other Tasks that are not calculated by Tandem to be able to be completed within the Subscription term. For Out-of-Scope Tasks, Tandem and the User need mutually to agree in writing regarding Tandem providing Deliverables for the requested Out-of-Scope Task by a mutually agreed written “Out-of-Scope Task Work Order”. By way of example only, a User might request Services that are functionally not In-Scope Tasks, or would be In-Scope Tasks but insufficient time remains in the Subscription to perform the Tasks. Unless the Out-of-Scope Task Work Order indicates otherwise, the rate for Out-of-Scope Tasks is $195.00 (ONE HUNDRED NINETY-FIVE DOLLARS) per hour, by the minute, and does not include additional charges for any out-of-pocket for purchase fees. Tandem has no obligation to accept Out-of-Scope Tasks, but does so only upon its sole and complete discretion.
3. Included in this Agreement are pre-purchased Services hours as set forth for the Subscription. Failure to use Services hours in any calendar month does not result in the carry over or aggregate of those hours into or with any other month (use it or lose it). Subscription hours in a future month cannot be accelerated or transferred to any other calendar month. By way of example only, if the Subscription provides the Users with two (2) hours per month of Service, whether or not the 2-hour per month Subscription is for a term of multiple months, Tandem is not required to perform Services exceeding the 2-hour in any month. If there are less than 2-hours of In-Scope Tasks accepted for any month, then the unused hours in such month are forfeited; if more than 2-hours of In-Scope Tasks are accepted, the Service will continue to be applied again any following Subscription term, up to the Subscription Limit. Any Out-of-Scope Tasks would be managed by an Out-of-Scope Task Work Order. 
4. Examples of In-Scope Tasks include updates to the copy and images contained on Site webpages, resolution minor bugs or functionality issues, creation of new features, and installation of new plugins; or, implementation of best practices to common 3rd Party Products like customer relationship management software, server maintenance, management of advertising technology dashboards, or ecommerce solutions. Each Subscription includes Services for a single Site defined by a unique URL. The User must create separate account Subscriptions for each Site. 
5. Web Hosting. Tandem does not host Sites. Tandem manages Services for Sites through 3rd party hosting providers which may include but is not limited to WordPress, Wix, Webflow, Squarespace, Shopify, or Custom Configurations using, but not limited to AWS, Azure, Heroku, or Google Cloud deployments (“3rd Party Hosting Services”). If Tandem sets up a Site for the User, login credentials will be provided to the User. Payments to parties including, but not limited to, 3rd party hosting services, are your sole responsibility. The User implementation of its Site for Services and the costs related to that Site must be accomplished solely by the User, at the User’s sole cost. The User will provide any login information for Tandem to perform Services.
6. Hosting Services Maintenance. Services may include management of Sites. Subject to the terms of service to which the User is separately bound with the host of the Site, Tandem manages necessary server maintenance and security updates for the duration of your Subscription. We will not and do not guarantee that your data will be stored in or out of any location or country, or that HIPPA, privacy or other compliance standards will be applied to the Services; any specific requirements must be presented and managed by the parties as Out-of-Scope Tasks. You are solely responsible to enter into an agreement with your hosting provider. Upon cancellation of the Subscription, it is the User’s sole responsibility to manage cancellation transition. The User is solely responsible if the User does not have agreed Tasks for Services to utilize or benefit from the Subscription, including because the User’s hosting is terminated prior to the Subscription cancellation.
7. Referrals. If Tandem provides any referral to any third-party service, it does so only with the User’s guarantee hereby that the User will solely and independently make a selection or decision regarding engaging such provider. The User hereby accepts any such referral in ‘AS IS’ without any warranties of any kind, including warranties of title, merchantability or fitness for any particular purpose. All risk is with the User.

4. LIMITATIONS; ACCOUNT TERMINATION

1. Termination of Services. You acknowledge and agree that upon expiration or termination of your Services that you are responsible for the ongoing transition functionality of your User technology. You may need to take steps to ensure that transfer of account(s) access can be completed, including but not limited to, new account(s) creation and payment(s) to 3rd Party Products, hiring of new technology maintenance vendors, or 3rd party training of your staff.
2. Technological Infrastructure. Site Services may require Tandem to install 3rd Party Products that we may include in our Services to you at no additional cost. Upon termination of the Services, all included products provided as part of the Services will be canceled or revoked. A list of these products used as part of your Services is available upon request to info@tandemsolutions.co. This may include, but is not limited to plugins, templates, custom software, security and backup tools. Any right to use such items is limited to the term of the Subscription only. In addition, you understand that Tandem may provide certain technologies with our Services that will not continue if we are not providing the Service. This may include but not be limited to, for example, security plugins, analytic tools, or databases for media and content. If you wish to continue use of 3rd Party Products, you are responsible for any costs associated with deployment of 3rd Party Products upon cancellation of Service.
3. Notice Regarding Licensed Images on Migration or Export (where available). Tandem uses 3rd Party Products to manage content resources from sources like https://stock.adobe.com. Subject to all other applicable licenses terms and conditions, images available and licensed for use are intended for Tandem hosted customers only and are subject to the terms and conditions of third-party intellectual property rights and licensing restrictions. To the extent you wish to export or migrate your service to another service provider (if available as an option), it is solely your responsibility to ensure your continued right to use any images incorporated therein, and you acknowledge and agree that Tandem does not warrant and shall have no responsibility for any claims resulting from your continued use after migration and/or termination (whichever occurs first). 

4. YOUR OBLIGATIONS

1. Justification. You acknowledge and agree that Tandem has the right to seek justification (being the details and purposes of your use of the Site) in connection with your use of the Services, and you shall be obligated to provide any and all information reasonably sought by us pursuant to such justification. In connection with such purchase, you acknowledge and agree that your name and justification may be disclosed to certain registries including, but not limited to, the American Registry of Internet Numbers and Internet Corporation for Assigned Names and Numbers, in accordance with policies promulgated by any and all such registries and such information may be displayed publicly on the Whois database.
2. Abusive Activities and Other Threats. You acknowledge and agree that you may not use our servers and your Site as a source, intermediary, reply to address, or destination address for mail bombs, spamming, Internet packet flooding, packet corruption, denial of service, or other abusive activities. You agree that we have final discretion in determining unpermitted behavior with or in conjunction with the Site, and you agree to hold us harmless from such determinations. You grant and Tandem has immediate authority to take a Site offline based upon a claim, whether or not such claim has merit. Server hacking or other perpetration of security breaches is prohibited and we reserve the right to cancel Services for any site containing information about hacking or links to such information. Use of your Site as an anonymous gateway is prohibited. We prohibit the use of software or scripts run on our servers that cause the server to load beyond a reasonable level, as determined by us. You agree that we reserve the right to cancel Services if you are in violation of this Agreement. You further acknowledge and agree that Tandem reserves the right to review and to inspect your Site, as well as to scan your hosted account for malicious content (e.g., malware), and that, in the event any such content is discovered, it may be removed in Tandem's discretion for security purposes; provided, however, that this is not necessarily an In-Scope Task or obligation of Tandem.

You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Services to: 

(1) disseminate or transmit any illegal material or content that, to a reasonable person may be grossly offensive, vulgar or malicious; 

(2) attempt to mislead any person as to the identity, source or origin of any communication; 

(3) interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization; 

(4) engage in any other activity deemed by us to be in conflict with the spirit or intent of this Agreement or any of our policies; or 

(5) use your server as an “open relay” or for similar purposes. You consent to a site take-down for any violation of our policies, including, but not limited to, any third-party claim of illegal or unauthorized activity, whether or not such claim is reduced to a judgment or order of court.

In all cases, Tandem has sole and final discretion in determining that any activity that is unpermitted, or any claim of injury, arising from or related to this Agreement or any Site, whether specifically mentioned above or otherwise in this Agreement, and whether or not finally determined to have merit, and you release and hold Tandem harmless from any and all such determinations.

3. Storage and Security. Breach of Site or other technology security is a serious risk attributable to a variety of factors out of Tandem’s control that include, but are not limited to, The User’s password security, The User’s ability to recognize and defend against phishing scams, and the User’s use of two factor authentication. To the maximum extent permitted by law, under no circumstances shall Tandem, its officers, directors, employees, subsidiaries, or affiliated companies be liable for any direct, indirect, incidental, special, consequential, or punitive damages, such as, but not limited to, loss of revenue, loss of anticipated profits, goodwill, diminution of value, business interruption costs, or any other intangible losses arising out of damage from any security breach or any other security intrusion. In the event of any unauthorized access or theft of the User data, Tandem will promptly notify the User and perform all actions as Tandem considers reasonably necessary to remedy or mitigate the effects of the data breach. The parties will coordinate and cooperate in good faith on developing the content of any related public statements or any required notices. You are solely responsible to register your site with the Digital Millennium Copyright Act.

Notwithstanding anything in this Agreement to the contrary, you understand and agree that Tandem reserves the right of full access to any Site, server, and any content arising from or related to this Agreement for any reason, including, but not limited to, for maintenance, lawful activities, compliance, and/or Tandem may grant such rights to legal or proper authorities, with or without notice to you, and any right of confidentiality or privacy you may otherwise have is WAIVED and subordinate to the extent of such access.

You acknowledge and agree that Tandem has the right to carry out a forensic examination in the event of a compromise to your server or account, as well as to comply with any subpoena or court order with or without advance notice to you. You WAIVE the right of privacy regarding Tandem monitoring use of the Site and arising from Deliverables.

4. Site/Server Content. This Agreement is limited to Tasks agreed in writing. Beyond the scope of this Agreement, you shall be solely responsible for updating and maintaining your Site and technology and any and all dashboards, files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through any technology including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. You acknowledge and agree that in the course of providing you with Services, it may be necessary for our support staff to modify, alter or remove the content of your technology and/or data. Your technology may also include any registered domain names provided by you or registered on behalf of you in connection with the Services.

7. 3RD PARTY PRODUCTS

Tandem reserves the right to modify, change, or discontinue the use of 3rd Party Products at any time, and you agree to cooperate in performing such steps as may be necessary to install any updates to the 3rd Party Products. The 3rd Party Products are neither sold nor distributed to you, and you may use the 3rd Party Products solely as part of the Services. You may not use the 3rd Party Products that we install or that are licensed to Tandem outside of the Services or Subscription. We may provide your personal information to third-party providers as required to provide the 3rd Party Products. You acknowledge and agree that your use of the 3rd Party Products is subject and subordinate to our agreement(s) with the third-party providers. In addition, if the 3rd Party Products is accompanied by or requires consent to a service or license agreement from the third-party provider, your use of the 3rd Party Products is subject to such service or license agreement. You may not download, install, or use any 3rd Party Products that are accompanied by or require consent to a service or license agreement from a third-party provider unless you first agree to the terms and conditions of such service or license agreement. You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the 3rd Party Products. You acknowledge and agree that the third-party providers (and their affiliates and suppliers) make no representations or warranties about any 3rd Party Products offered in connection with our Services, and expressly disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of the 3rd Party Products. You acknowledge and agree that any 3rd Party Products may be supported by us and/or by the third-party providers (or their affiliates or suppliers), in our sole discretion.

8. USER RESPONSIBILITIES.

The User acknowledges that it shall be responsible for providing the all necessary materials and instruction required to complete a Task upon assignment of that Task. Failure to do so will result in a delay of Deliverables. This includes but is not limited to the User performing the following: 

(a) coordination of any decision-making with parties other than the Tandem; 

(b) provision of the User Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the assigned Tasks, including proofread copy and edited pictures or video; 

(c) compliance with all Tandem administrative procedures, as established by Tandem from time-to-time.

9. CONFIDENTIAL INFORMATION.

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a 3rd party without an obligation of confidentiality.

10. RELATIONSHIP OF THE PARTIES.

1. Independent Contractor. Tandem is an independent contractor, not an employee of the User or any company affiliated with the User. Tandem shall provide the Services under the general direction of the User, but Tandem shall determine, in Tandem’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. 
2. Tandem Agents. Tandem shall be permitted to hire, engage and/or use third party agents or other service providers as independent contractors or otherwise in connection with the Services, with or without compensation (“Service Resource”). Notwithstanding, Tandem shall remain responsible for such Services Resource’s compliance with the various terms and conditions of this Agreement. 
3. No Solicitation. During the term of this Agreement, and for a period of one (1) year after expiration or termination of this Agreement, the User agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, with or without compensation, any Tandem employee, independent contractor or Service Resource, whether or not said person has been assigned to perform tasks arising from this Agreement (“Restricted Resource”).
4. No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The User is free to engage others to perform services of the same or similar nature to those provided by Tandem, and Tandem shall be entitled to offer and provide services to others, solicit other Users and otherwise advertise the services offered by Tandem.

10. WARRANTIES AND REPRESENTATIONS.

1. User. The User represents, warrants and covenants to Tandem that 

(a) The User owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the User Content, 

(b) to the best of the the User’s knowledge, the User Content does not infringe the rights of any third party, and use of the User Content as well as any trademarks in connection with the Deliverables does not and will not violate the rights of any third parties, 

(c) The User shall comply with the terms and conditions of any licensing agreements which govern the use of 3rd Party Content, and 

(d) The User shall comply with all laws and regulations as they relate to the Services and Deliverables.

2. Tandem. 

(a) Tandem hereby represents, warrants and covenants to the User that Tandem will provide the Services identified in Tasks in a workmanlike manner and in accordance with reasonable applicable commercial standards. 

(b) Tandem further represents, warrants and covenants to the User that to the best of Tandem’s knowledge, without investigation, any Deliverables do not infringe the rights of any party, and use of the same in connection with the Services will not violate the rights of any third parties. In the event the User or third parties modify or otherwise use the Deliverables outside of the scope of a Task or for any purpose not identified in this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Tandem shall be void. 

(c) Tandem does not represent or warrant that any Deliverables or work product are capable of registering as trademarks or patents, and the User is solely responsible to verify any brands or other properties for commercial use in the relevant marketplace. 

(d) Notwithstanding anything else in this Agreement to the contrary, and except to the extent as may be otherwise expressly and specifically identified in this Agreement as a “warranty” or “guarantee”: Deliverables (including, but not limited to 3rd Party Content and 3rd Party Products) are only offered on an “AS IS” basis and without warranties, whether expressed, implied, statutory or arising by custom or trade usage, including, but not limited to any implied warranty of title, merchantability or fitness for any particular purpose. Except as otherwise expressly and specifically provided herein, regardless of the form of action (whether in contract or in tort, including negligence and misrepresentation), Tandem shall not be liable for special, indirect, consequential, incidental, punitive or exemplary damages, or for any claim for the loss of profits, business, use of data or information, or damage to goodwill, even if advised of the possibility of such damages. Your maximum exclusive remedy is a refund of any fee paid for the calendar month in which any event occurs giving rise to such claim.

12. TERM AND TERMINATION.

1. This Agreement shall commence upon the Effective Date and shall remain effective until Tandem or the User cancels the Subscription in writing in accordance with Tandem policies and procedures, except as otherwise set forth in any pending Out-of-Scope Task.
2. This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) calendar days from receipt of written notice of such breach.
3. In the event of termination under any circumstances, Tandem shall be compensated for the Services performed through the effective date of termination.
4. Upon expiration or termination of this Agreement: 

(a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and 

(b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

13. GENERAL.

1. Waiver. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. 
2. Notices. All notices to be given hereunder shall be transmitted in writing to the last known represented address of the respective parties, by overnight carrier or return receipt, or by the User by electronic mail to info@tandemsolutions.co. Tandem may also send notices to the email address associated with the User’s Subscription account. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt. You agree that your email address is valid and will remain valid through the term of this Agreement. You release Tandem from any obligation of communication to the extent that you do not maintain up-to-date contact information and email address.
3. No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that Tandem may assign this Agreement to any affiliated company provided that the obligations herein are fully assumed. 
4. Force Majeure. Tandem shall not be deemed in breach of this Agreement if Tandem is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, social virus or pandemic, act of God or public enemy, death, illness or incapacity of Tandem or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Tandem’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Tandem shall give notice to the User of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. 
5. Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the Commonwealth of Pennsylvania without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. Any dispute arising from this Agreement shall be finally settled by binding arbitration through the American Arbitration Association, or other forum mutually agreed to in writing by the parties, except that Tandem shall have the right of proceeding in any judicial forum with jurisdiction for any emergency relief if there is a claim of intellectual property violation. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by email, overnight carrier signature waived, or certified mail return receipt. The User acknowledges that Tandem will have no adequate remedy at law in the event the User uses Deliverables in any way not expressly permitted hereunder, and hereby agrees that Tandem shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein. 
6. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. 
7. Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
   

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