Custom Software Buyer Agreement

Custom Software Buyer Agreement

This document is a legal agreement between you, the “Buyer” (as defined below) and Exhedra solutions, Inc. Corporation (“Exhedra”), a Florida Corporation with corporate offices in Tampa, Florida. These Buyer’s Terms and Conditions (“Agreement”) sets forth the provisions under which the Buyer may use the web-site for the purpose of buying and licensing software solutions, services, and products.

DEFINITIONS

Site(s): www.RentACoder.com and www.2RentACoder.com
Exhedra: Exhedra Solutions, Inc. is the parent company and owner of the site
Bid Requests: Users of the site desiring to purchase customer software solutions via a reverse auction make bid requests on the site to solicit bids from software developers.
Bids: Software developers place bids on bid requests, in attempts to solicit business.
Buyer: Person(s) or company(ies) placing one or more Bid Requests.
Seller: Person(s) or company(ies) placing one or more Bids.
Coder: Another name for a Seller.

1. TERM

The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms. At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Exhedra reserves the right to immediately terminate any Buyer who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.

2a. BUYER’S OBLIGATIONS

Buyer will use the site to make bid requests of coders. Upon acceptance of a bid the Buyer will provide funds for escrow with Exhedra Solutions, Inc. Exhedra Solutions, Inc. reserves the right to editorial right to reject any bid request or buyer for financial or other reasons.

Buyer authorizes Exhedra Solutions, Inc. to treat any person using Buyer’s password pair (username and password), and any resulting transactions, obligations and liabilities as if Buyer used the website and/or services itself.

All information provided by Buyer shall be true, accurate and up-to-date at all times, including, but not limited to, information contained within a Bid Request, information concerning intellectual property ownership and rights thereto, and credit information.

     Buyer is responsible for ensuring that the owner of the information has given all necessary permission to make the information available to other parties, whether to the general public or to specific groups or individuals. This permission must be royalty-free and grant the person(s) who see the information the non-exclusive right-to-use, transmit, modify, or display it as may be required to respond to a Bid Request and in order for Exhedra Solutions, Inc. to review the Bid Request and post the information for access by Bidders.

     Buyer agrees not to post requests for illegal software and/or services (including but not limited to cracking, hacking and virus software/services), 'free' work or work whose only compensation is profit sharing, or requests that are deemed by Exhedra to be offensive or inappropriate. Doing any of the above can result in immediate account termination and expulsion, at the discretion of Exhedra.

     Buyer has read, understands and agrees to abide by all the terms under "Terms and Conditions" (which deal with general site usage and other such issues) and is located at: http://www.rentacoder.com/RentACoder/misc/TermsAndConditions.asp. Additionally, Buyer has also read, understands and agrees to the Copyright Violation Polices and Procedures policies located at: http://www.rentacoder.com/misc/DMCA/default.asp.

     As Rent A Coder provides its service in return for a Rent a Coder Fee paid by the Seller, the Buyer agrees not to contact any sellers outside of the site (by email, phone, etc.) before the buyer's money is escrowed. Doing so can result in immediate account termination and expulsion, at the discretion of Exhedra.

Default by Buyer. (added 12/15/2002) Should buyer's method of payment later be found to be invalid (i.e. including but not limited to the use of a fraudulent or invalid credit card, Paypal account, or bounced check), the Buyer will forfeit all copyrights to completed work and will immediately turn over all work in their possession. Copyright will return to the Seller, unless Exhedra (at it's sole and exclusive option) chooses to pay the coder the outstanding amount defaulted on by the buyer...in which case copyright will pass to Exhedra. Exhedra warns buyers that it intends to prosecute all fraudulent purchases to the fullest extent of the law.

Access To Source Code. Buyer understands and agrees that Exhedra may be called upon by the seller, a third party, or a self-initiated investigation to audit the work that was performed. Buyer agrees to make available to Exhedra all source code related to the questioned bid requests. Exhedra agrees not to copy, acquire, sell, barter, trade, or use this source code in any manner other than to verify that work was performed as contracted. If a non disclosure is required by the Buyer to view the source code, Exhedra and the Buyer will make all reasonable arrangements.

Advance Payments. (added 9/22/2002) Buyer agrees not to grant coder any 'Advance Payments'. An advance payment is a risky transaction where the buyer releases funds from escrow before the delivery of the work (or percentage of work being accepted) is competed. Doing this completely circumvents and nullifies all the built-in buyer protections of the Rent A Coder 'safe escrow' system, and can result in the buyer losing part or all of their advance payment. Buyers who go against the wishes of Exhedra and grant a Seller an advance payment, acknowledge their complete and sole liability for all funds advanced in this manner and fully exonerate Exhedra of any liability whatsoever.

Rating. Buyer has the right to rate coders on completed transactions and transactions that are cancelled in buyer's favor. However should Exhedra, at its sole discretion, determine that a buyer's rating is in inaccurate or in any way retaliatory in nature, then Exhedra may amend, replace or delete the buyer's rating, and a note about such may be placed as a public rating on the Buyer's account. A Buyer who practices retaliatory ratings may be found in default of this agreement and banned from the site.

Should the Buyer demonstrate poor or inapporpriate behavior (to be determined at the sole discretion of Rent a Coder), Rent a Coder reserves the right to publicly document such behavior via a rating and comment in the Buyer's profile. Such behavior includes (but is not limited to) losing an arbitration, refusing to cooperate with an arbitration, and sending abusive communications to the other party or to Rent a Coder staff.

2b. EXHEDRA’S ESCROW OBLIGATIONS (Added 12/15/2002)

Exhedra warrants that all escrowed funds will be used solely for the purpose of escrow transactions and not allocated to any other use, whatsoever, with no exceptions. Furthermore, all funds escrowed by the Buyer will be held in a dedicated separate account, maintained solely and exclusively for Rent a Coder escrow accounts. This restriction will exist until funds are either awarded to the Coder or are physically refunded back to the Buyer.

To further protect the Buyer in the unlikely event that Exhedra declares bankruptcy, Exhedra hereby grants the Buyer the right to be refunded escrow funds, BEFORE any other outstanding creditors are paid. Any bankruptcy reorganization filed by Exhedra that does not follow this grant's priority, will not be allowed.

3. BUYER’S REPRESENTATIONS

Buyer represents that it has the full power and authority to execute this Agreement. Buyer is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Buyer makes available to Exhedra Solutions, Inc. and to Bidders.

3b. NDA and/or Side Agreements
Some Buyers and Coders may enter into additional agreements not covered by the site escrowing agreement, including "special agreements" (ex: "Coder must deliver by x/xx/200x or they will owe Buyer $1 for every day late"), or a Non Disclosure Agreement (NDA). Both Buyer and Coder understand and acknowledge that these agreements are made directly between the Buyer and the Coder and do not involve Exhedra, Rent a Coder or any of its subsidiaries or other legal entities. As such, Rent a Coder and Exhedra are not and will not be liable in any way whatsoever regarding such agreements, including enforcing such agreements.

Should the Buyer utilize the NDA feature of the site and then subsequently wish to take action against the Coder, Rent a Coder will provide all correspondence that it has in its possession that occurred between the Buyer and Coder on the site, for use by the buyer in such action.

4. ACCEPTANCE OF DELIVERABLES

After coding is completed, the deliverables will be sent from the Seller to the Buyer. If the deliverables are satisfactory to the buyer, then he/she agrees to indicate final acceptance of the deliverables via the web site. Realizing that the Seller will not be credited until this happens, the Buyer will do so in as timely a basis as possible. Buyer agrees not to withhold acceptance unreasonably.

Should the Buyer not be satisfied, he/she agrees to notify the Seller as well as Rent a Coder of the problem in a timely basis so that it can be resolved. Should there be any dispute between Buyer and Seller regarding acceptance, both Seller and Buyer agree to abide by the Rent a Coder rules of arbitration in section 4b.

4b. RENT A CODER RULES OF ARBITRATION

These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of computer software and related systems. Should a dispute arise over the completion of a project, the allocation of escrowed funds, or any other issue, both Buyer, Seller and Exhedra agree to the following rules:

1) Should the Buyer and Seller not be able to come to agreement on acceptance, whether deliverables have been met, or any other matter, both sides agree to designate Exhedra as mediator and arbitrator. Exhedra agrees to mediate and arbitrate fairly and impartially according to the rules in this section, as they apply. Buyer and Seller agree that Exhedra's decision is final and binding to them.

2) Arbitration of the bid request will be based solely on whether or not the seller met the conditions specified in the buyer's bid request. Only the contents of the bid request as posted on the site will be used in this determination. Since discussions outside of the site (including email, chat and oral conversations) are not legally binding, they will not be taken into account. If there is any ambiguity in the bid request, Exhedra will be the final determiner of the meaning and will attempt to do so in the most impartial method possible.

3) Buyer agrees to be prompt in corresponding with Seller and Exhedra, including final acceptance of 'Work Complete'. Should a buyer not respond to Exhedra emails or requests for Work Complete within a timely basis (3 business days and 5 business days, respectively), Exhedra may at its discretion award escrowed funds to the coder.

4) Seller agrees to be prompt in responses to Buyer and to Exhedra. Should a Seller not complete status reports or respond to Exhedra emails within a timely basis of 3 business days, Exhedra may cancel the Seller's bid and/or assign the bid requests to another Seller. This may be done with or without notice to the original Seller.

5) If the Buyer charges that the Seller is not making sufficient progress on a bid request, the Seller must supply specific demonstrable proof to the contrary or Exhedra may cancel the Seller's bid and/or assign the bid requests to another Seller. Examples of demonstrable proofs of progress are (depending on the level of progress expected) programming requirements, designs, prototype, code and/or test cases.

6) If either party threatens or harrasses the other party or Exhedra, attempts to manipulate or unduly influence the arbitration process, or breaks any rules in the buyer or seller agreement or in the site terms and condtions, then Exhedra may choose to automatically rule in favor of the opposite party.

7) If the Seller is deemed as not having fulfilled the bid request according to the 'deliverables' specified by the Buyer...the Buyer may, at his/her/their option, apply the entire escrowed amount to a new Seller at no charge. Rent a Coder will offer the Buyer options (if available) of switching to other Sellers on the original bid, opening a new bid request to get new Seller bids, or otherwise offering to connect the Buyer with Sellers for the purpose of completing the project.

The buyer also has the option to cancel the bid request and request a refund of escrow funds. To compensate Rent a Coder for the costs in this process, all refunds of this nature are subject to a 3.5% cancellation charge for the Buyer. To assist the Buyer when cancellation is not their fault...should the Seller be determined by Exhedra to be "at fault" for the cancellation, then funds in the Seller's account (if available) may be used by Rent a Coder to lessen or completely eliminate this fee.

8) If the Buyer is awarded back 100% of their escrowed funds on a project, then they agree to relinquish possession and copyrights of all project deliverables back to the Seller. Buyer agrees to relinquish possession by promptly and completely destroying all deliverables and copies of deliverables in their possession.

9) To prevent 'retaliatory ratings', the losing party in an arbitration forfeits the right to rate the other party. Exhedra reserves the right to suspend rating rights on the bid request to either or both parties, and/or to remove ratings it judges to be retaliatory.

10) (added 3/2/2002) If a Seller does not upload completed code to the site by the delivery deadline posted by the buyer, then Seller forfeits all rights to arbitration and Exhedra may at its discretion award escrowed funds back to the Buyer immediately.

11) (added 7/1/2003) Testing: Testing the deliverables by Exhedra may be required to determine which party is being truthful, and which party isn't. Should this occur, Exhedra will request a detailed bug list from the Buyer detailing exactly what the Buyer contends was not delivered, and (if appropriate) instructions on how to duplicate the alleged behavior. Buyer agrees to provide this list when requested by Exhedra, so that Exhedra can confirm or deny whether the original bid request requirements were met or not.

Buyer also agrees to provide Exhedra access to whatever systems (which may include software, hardware, etc.) might be necessary for Exhedra to verify or deny the Buyer's claims in the bug list. Should the Buyer neglect any of the responsibilities regarding testing, the Buyer may forfeit their right to Arbitration and Exhedra may at its discretion award escrowed funds to the Seller.

5. PAYMENT TERMS

Buyer will pay Exhedra via one of the methods provided on the web site which includes credit card, PayPal or snail mail check (methods are subject to change). Seller warrants that payment is made in good faith, and should payment be rejected by a financial institution due to insufficient funds, bad credit or other reason, they agree to compensate Exhedra for the expense and inconvenience with an additional 15% service charge. Buyer agrees to not move funds to escrow without the intention of paying the coder upon completion of the job. Since the coder will commence work as soon as the escrow payment is made, and as their invested time and work is not recoverable, funds placed in escrow are not refundable (with the exception of failure of coder to deliver as detailed under "Rent a Coder Rules of Arbitration"). If Buyer wishes to increase or decrease the amount escrowed and the coder has not defaulted, they may do so if the coder can be persuaded to mutually agree to it. Rent a Coder does not collect taxes, duties, fees or other governmentally imposed excises, so Seller and Buyer agree to assume their respective responsibilities under the law.

6 PROJECT DETAILS, BIDDING AND REPLY PRIVACY AND EXPLANATION (Added 7/3/03)

The Seller and Buyer may exchange one or more bids and replies on the bid request. Exhedra wishes to make clear in this section exactly what is shown and what is not shown to other people on the site regarding bid requests and bidding.

Open Auctions (with no NDA):

Project Details: (description, etc.)

Project details are viewable by the public

Bids/Replies:

While the bidding is open, the auction is conducted as a 'closed auction' and bidders cannot see the bids placed by other bidders.

Once a winning bidder is chosen, the top level bid made by the winning bidder is made public and is viewable by the general public. (Everything else remains private...including all other bids and replies made by and to the winning bidder and all bids and replies made by and to losing bidders.) The bid request page itself is removed from general public access on the site's search system. However, the general public can view the title of the bid request on the winning bidder's resume. Clicking on the link will allow a person from the general public to view the bid request itself and the information stated above.

Open Auctions (with NDA):

Project Details: (description, etc.)

Project details are viewable only by those Sellers whom the Buyer approves for viewing by accepting their NDA. The general public or those rejected may only view the "Pre NDA" message that the Buyer posts for the public.

Bids/Replies:

While the bidding is open, the auction is conducted as a 'closed auction' and bidders cannot see the bids placed by other bidders.

Once a winning bidder is chosen, the top level bid made by the winning bidder is made public and is viewable by those Sellers who had their NDA approved by the Buyer. (Everything else remains private...including all other bids and replies made by and to the winning bidder and all bids and replies made by and to losing bidders.) The bid request page itself is removed from general public access on the site's search system. However, the general public can view the title of the bid request on the winning bidder's resume. Clicking on the link, however, does not allow a person from the general public to view the bid request itself.

Private and One-on-one auctions

Project Details: (description, etc.)

Project details are viewable only by those Sellers whom the Buyer invites to the auction. The general public may not view the project details.

Bids/Replies:

While the bidding is open, the auction is conducted as a 'closed auction' and bidders cannot see the bids placed by other bidders.

Once a winning bidder is chosen, the top level bid made by the winning bidder is made public and is viewable by those Sellers whom the Buyer invited to the auction. (Everything else remains private...including all other bids and replies made by and to the winning bidder and all bids and replies made by and to losing bidders.) The bid request page itself is removed from general public access on the site's search system. However, the general public can view the title of the bid request on the winning bidder's resume. Clicking on the link, however, does not allow a person from the general public to view the bid request itself.

7 CODER DEPOSIT GUARANTEE AND AGREEMENT.(Added 3/23/2003)

    Buyer may require a Seller to place a 'Coder Deposit' under the 'Coder Deposit Guarantee' feature of the site as a condition of accepting their bid. This is a good-faith deposit placed by the Seller to guarantee that the work will be completed. The deposit is held in escrow by Exhedra, pending completion of the work.

       Should the work be accepted by the Buyer 100%, the deposit will be returned to the Seller. Should it not be, then the Seller will forfeit the deposit (or a pro-rated percentage of it...if only a percentage of work is completed).

       Forfieted funds will be used to:

Offset the Buyer's cancellation charge (if any). See the Buyer Legal Agreement for information on when a cancellation charge might apply.
100% of the remainder is donated to charity.

If the Buyer and Seller cannot come to agreement as to whether or not the work was partially or wholly completed, either party can ask that the project be placed into arbitration by a Rent a Coder arbitrator, who will determine exactly what was completed. Both Buyer and Seller agree to abide by the decision of the Rent a Coder arbitrator as final and binding.

To learn more about the 'Coder Deposit Guarantee', please see the appropriate section of the 'Software Seller's Agreement'.

8. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY.

Buyer will defend and hold Exhedra harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this Agreement, constitutes infringement of any copyright, patent or trademark. Buyer will pay all settlements or damages awarded against Exhedra, provided that Exhedra (i) informs Buyer of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Buyer with all related information, (ii) grants Buyer the authority to settle or litigate such suit or proceeding

9. LIMITATION OF LIABILITY; INDEMNITY

Buyer may request advice regarding coder selection from Exhedra employees and contractors. Any advice given is purely the opinion of the advice giver and is done only for the buyer's benefit of an additional perspective. It does not constitute an endorsement or repudiation by Exhedra of the coder. Additionally, Exhedra cannot and does not guarantee the work of any coder on the site, whether recommended by an Exhedra employee or contractor, or not.

IN NO EVENT SHALL EXHEDRA BE LIABLE TO BUYERS, SELLERS, OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT EXHEDRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Buyer shall indemnify, defend (with counsel approved in writing by Exhedra) and hold Exhedra, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or related to the acts or omissions of Buyer, its employees, representatives or agents.

10. EXPORT

Buyer shall not resell software, equipment, or products purchased in the U.S. outside the U.S. without compliance with all applicable export regulations. Buyer acknowledges that the export or re-export of Product is subject to regulation by agencies of the U.S. Government, including in particular Parts 740, 742 and 744 of the Export Administration Regulations of the U.S. Department of Commerce, which prohibit export or diversion of Product to certain countries and persons. Buyer shall not assist or participate in any such diversion or any other violation of applicable U.S. laws and regulations relating to export or re-export of Product or any of the technology related thereto.

11. DEFAULT;TERMINATION.

Should the buyer default, their account may be terminated by Exhedra. Buyer shall be considered to have defaulted under the Agreement for any failure to pay any invoice, credit charge, or PayPal charge when due and/or if Exhedra discovers any material misrepresentation or omission that Buyer has made in this Agreement, its Registration or Credit Application. In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this Agreement shall constitute default. Buyer may also be considered in default if they violate the site terms of service, or violate the Custom Software Seller Agreement (if they are also a seller) or if their conduct with sellers is poor (defined as receiving 2 or more below average ratings and/or complaints). Should Buyer default, and still have outstanding escrowed funds, Exhedra will act to protect the time invested by coder(s) on the buyer's bid requests, by giving the coder(s) the choice to:

1) continue the project and finish them according to the original specs (as specified in the bid request)

2) stop work and receive compensation for the percent completed at the time the coder was notified.

To prevent retaliatory action by the buyer on the coder, the buyer's input will not be taken on these options. To ensure fairness, Exhedra will verify the veracity of any coder claims according to the rules of arbitration as stated above. After disbursement to the coders, any remaining escrow funds will be returned to the buyer, after taking out a 3.5% cancellation fee.

If either party gives the other notice of termination or advises the other of its intent not to renew this Agreement, Exhedra may require Buyer to pay cash in advance for subsequent transactions regardless of Buyer’s credit status.

The parties' obligations under Section 7 shall survive any termination and/or expiration of this Agreement.

12. CLOSING ACCOUNTS.

At the request of the Buyer, Exhedra will close out their account, disabling all future use of it. However, Buyer understands and agrees that Exhedra will not delete any information, as it is required to report such information to 3rd parties including (but not limited to) FBI investigations, IRS invstigations, credit card fraud investigations, or for Exhera's own auditing purposes.

13. SECURITY AND VIRUSES.

Please note that Exhedra uses the best of its ability to protect all data from external and unauthorized party access by the use of (but not limited to) firewalls, encryption and 3rd party security consultants. Additionally it also uses the best of its ability to protect site users from viruses via virus scanning sofware. However no security sytem and/or virus system is 100% secure or 100% effective. Should sensitive data be confirmed as compromised, or a virus discovered on an Exhedra system, Exhedra will alert the affected Buyer via email (to the address registered on the site). However, due to the nature of security and viruses, Exhedra strongly advises the Buyer to take their own security precautions, such as personal virus scanning software, and/or encrypting sensitive communications. Given the nature of these matters, should a security compromise or virus incident occur, Buyer agrees that Exhedra is not liable for the incident (in any way or kind) nor for any reprecusions of such an incident (in any way or kind).

14. GENERAL.

Buyer shall not assign or transfer this Agreement without Exhedra’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.

This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose, except that Exhedra is the agent for Buyer and Seller in bringing the two, or more, parties together using the Exhedra website. Exhedra shall act as a fiduciary for Buyer and Sellers for the limited purpose of collecting and disbursing funds. For all other purposes, the parties are independent contractors.

Except for Buyer’s obligations to make payments, neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. In the event that any dispute or controversy between the parties arises out of or is related to any of the provisions of this Agreement, and/or the performance or termination thereof, such dispute or controversy shall be subject to the exclusive jurisdiction of the Florida state courts in and for Tampa, Florida (or, if there is federal jurisdiction, the U.S. District Court presiding that area) and the prevailing party in any such dispute shall recover all of its costs, including reasonable attorneys’ fees.

Notices shall be sufficient only if sent by certified mail or air express, return receipt requested, or personally delivered to a party. Notice by mail shall be deemed received on actual receipt. Notices to Exhedra shall be sent to:

Exhedra Solutions, Inc.
Attn: Legal Services
14310 North Dale Mabry Hwy
Suite #280
Tampa, FL 33618
USA

The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision.

If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.

Note that Exhedra reserves the right from time to time to amend, modify or change this agreement. When this happens, Exhedra shall notate the new information clearly and post a notice in the 'news' section of the site about the update. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices...written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time, or monitor the 'news' section of the site.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Should Exhedra and the Seller come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties.

This Agreement is the entire understanding between Buyer and Exhedra with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.