BY MAKING A PURCHASE FROM OR PLACING AN ORDER WITH ALCHEMY, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS, UNLESS CUSTOMER AND ALCHEMY HAVE AGREED TO A SEPARATE WRITTEN FULLY EXECUTED AGREEMENT FOR THE APPLICABLE TRANSACTION, IN WHICH CASE SUCH AGREEMENT WILL GOVERN AND CONTROL OVER THIS AGREEMENT.
THIS AGREEMENT IS A BINDING CONTRACT AND APPLIES TO CUSTOMER’S PURCHASE OF THIRD PARTY SOLUTIONS (DEFINED BELOW). NO SUPPLEMENTAL OR DIFFERENT TERMS OR CONDITIONS IN ANY CUSTOMER PURCHASE ORDER OR OTHER FORM DELIVERED BY CUSTOMER TO ALCHEMY APPLY AND ANY SUCH ADDITIONAL CUSTOMER TERMS SHALL NOT BE BINDING UPON ALCHEMY.
Orders placed by Customer are not binding on Alchemy until accepted by Alchemy. Alchemy may accept an Order by written confirmation, commencing performance, or delivering the applicable Third Party Solutions. Customer’s submission of an Order constitutes acceptance of these Terms and Conditions, but does not obligate Alchemy to accept or fulfill the Order.
These Terms and Conditions are subject to change without prior notice; however, the version of these Terms and Conditions posted on the Website at the time that Customer placed an Order will govern such Order unless otherwise agreed in writing by Alchemy and Customer.
- Definitions.
a. Additional Terms means any additional terms or conditions applicable to the specific Order and/or Third Party Solutions, including but not limited to flow-down terms that Alchemy is required by the Third Party Provider to pass through to the Customer, as set out or referenced in the applicable Order.
b. Agreement means these terms and conditions, together with the associated Order and any Additional Terms.
c. Alchemy means Alchemy Technology Group, LLC.
d. Consumption-Based Subscriptions means subscription(s) to Third Party Solutions that are priced, billed or charged based on actual usage or metered consumption. A license or subscription will not be considered a Consumption-Based Subscription for the purposes of this Agreement solely because it permits additional features, usage, overages, true-ups, or other supplemental charges.
e. Customer means the entity ordering and/or purchasing Third Party Solutions from Alchemy as specified in the Order.
f. End User Agreement means the terms and conditions between the Third Party Provider and the Customer applicable to Customer’s use, subscription and/or receipt of the Third Party Solutions (as applicable) which may be in the form of, without limitation, an end user license agreement, manufacturer’s warranty agreement, terms of service, terms of use, statement of work, and/or any supplemental terms relating thereto, or a separate negotiated agreement between the Customer and the Third Party Provider for the Third Party Solutions.
g. Month-to-Month Subscriptions means subscription(s) to Third Party Solutions offered on a month-to-month basis, designated as such within the applicable Order, without a fixed minimum term commitment beyond the then-current monthly billing period. Monthly invoicing alone does not make a subscription a Month-to-Month Subscription.
h. Order means Alchemy’s quote, proposal, or order document specifying the Third Party Solutions to be purchased by Customer, which is accepted by Customer by signature, written acceptance, or issuance of a purchase order that incorporates and accurately references Alchemy’s quote. Customer’s purchase order is for administrative purposes only and does not modify the applicable quote, these Terms and Conditions, or any Additional Terms. Customer purchase orders are expressly rejected by Alchemy and shall not be binding upon, or enforceable against, Alchemy.
i. Third Party Solutions means third party products and services, including without limitation, hardware, equipment, software, support or maintenance subscriptions, SaaS, DaaS, PaaS, managed services and/or systems and third party professional services (such as, without limitation, consulting, installation, configuration, and similar services) which Alchemy is authorized to resell from time to time. Third Party Solutions excludes (and these Terms and Conditions do not apply to) products, services and/or vendors for which separate resale terms and conditions are published at www.alchemytechgroup.com/legal, which may include without limitation, Microsoft, AWS and Google Cloud.
j. Third Party Provider: means the applicable manufacturer, distributor, licensor or provider of the Third Party Solutions which is/are resold by Alchemy, as the case may be.
k. Website means www.alchemytechgroup.com.
- Order of Precedence. In the event of a conflict or inconsistency, the applicable End User Agreement will govern solely with respect to Customer’s use of, and the Third Party Provider’s obligations relating to, the specific Third Party Solutions. The applicable Order and any Additional Terms will govern commercial terms expressly stated therein, and the applicable Additional Terms will prevail over any inconsistent provision of these Terms and Conditions, but only to the extent of the conflict. These Terms and Conditions will govern all other matters, including payment, taxes, cancellation, liability, and Alchemy’s rights and obligations, unless expressly modified in a written agreement signed by Alchemy.
- Reseller Only. Customer acknowledges and agrees that: (i) the Third Party Solutions purchased by Customer are resold by Alchemy for Customer’s internal use only in accordance with the End User Agreement (unless otherwise stated in the End User Agreement); and (ii) Alchemy is not the creator, provider, manufacturer or licensor (as applicable) of the Third Party Solutions and as such, Alchemy shall have no liability or responsibility to Customer or any third party for any Third Party Solutions purchased by Customer and that Customer must look directly to the Third Party Provider for any remedy, warranty, indemnity, claim and/or support. In purchasing the Third Party Solutions, Customer is relying on the Third Party Provider’s specifications only and is not relying on any statements or documents that may be provided by Alchemy. All orders are subject to confirmation of availability and Alchemy cannot guarantee that it will be able to fulfill Customer’s orders.
- End User Agreement. Customer’s use of, and the Third Party Provider’s obligations relating to, the Third Party Solutions are subject to the applicable End User Agreement. This Agreement governs Customer’s purchase from Alchemy and all commercial terms of the transaction. Alchemy is not a party to any End User Agreement and Customer agrees to look solely to the Third Party Provider for satisfaction of any and all license and support claims or obligations related to that Third Party Solution(s). Customer acknowledges receipt of, and agrees to abide by, the applicable End User Agreement. Customer is responsible for complying with the applicable End User Agreement and any consequences of its non-compliance. Customer is solely responsible for managing access rights and monitoring usage and consumption (as applicable).
- Term, Renewal, Cancellation.
a. Some Third Party Solutions are offered on a subscription basis for an initial term that may be subject to auto-renewal in accordance with the applicable End User Agreement. Customer is solely responsible for any notice requirements related to such automatic renewals. Any automatic renewal will be at Alchemy’s then-current price unless otherwise agreed.
b. Any subscription to Third Party Solutions for which the Order does not specify a fixed subscription term and does not specify a minimum usage, committed spend, or similar commitment (an "Open-Term Subscription") may be terminated by Alchemy for convenience on thirty (30) days' prior written notice to Customer. Customer may terminate an Open-Term Subscription in accordance with the applicable End User Agreement. If the Order does not specify a fixed subscription term but specifies a minimum usage, committed spend, or similar commitment, the subscription will continue through the applicable commitment period and thereafter, the applicable End User Agreement will govern the subscription's renewal, continuation, and termination after the applicable commitment period. Alchemy may terminate such subscription only effective at the end of that commitment period. If Customer terminates its subscription in accordance with the applicable End User Agreement, Customer shall remain responsible to Alchemy for all fees and charges incurred through the effective termination date recognized by the Third Party Provider, including fees and charges for in-process tasks completed after the date of termination and any storage or data retention fees. The Third Party Provider's determination of the termination date is binding for invoicing purposes. For clarity, Alchemy's termination of an Order under this Section ends Alchemy's resale obligations under that Order but it does not itself terminate or amend Customer's End User Agreement with the Third Party Provider. In the event that Alchemy's authorization to resell the subject Third Party Solutions is terminated, Alchemy will notify Customer and reasonably assist Customer in transferring the subscription directly to the Third Party Provider, the Distributor or another reseller.
c. Except as provided herein or as otherwise agreed in writing by Alchemy, Orders and all purchases made thereunder are non-refundable, non-cancellable and non-returnable.
d. Order-Specific Agreement and Term. The Agreement is specific to the applicable Order and is not a master or framework agreement. Neither party is obligated to enter into any future Order. Each subsequent Order will be governed by the terms applicable to that Order. This Agreement remains in effect until all obligations under the applicable Order have been performed or satisfied, including any subscription or commitment term and payment obligations. Expiration or completion of the Order does not affect accrued rights or liabilities or provisions that by their nature survive.
- Warranties; Disclaimers. Any warranties available with respect to the Third Party Solutions are provided solely by the applicable Third Party Provider under the applicable End User Agreement or applicable manufacturer warranty. Alchemy does not provide, administer, or guarantee any such warranty. For all warranty issues and/or claims, please follow the instructions included in the manufacturer's warranty. AS A RESELLER, ALCHEMY DOES NOT PROVIDE ANY WARRANTIES WITH RESPECT TO THE THIRD PARTY SOLUTIONS AND ALCHEMY MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS IN CONNECTION WITH THE THIRD PARTY SOLUTIONS WHETHER EXPRESS, STATUTORY OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SUITABILITY, FITNESS FOR PURPOSE AND ALCHEMY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF THE THIRD PARTY SOLUTIONS ARE RECOMMENDED BY ALCHEMY. Customer acknowledges that no employee of Alchemy is authorized to make any representation or warranty on behalf of Alchemy that is not in these Terms and Conditions or on behalf of the Third Party Provider. Customer’s sole and exclusive remedy relating to the Third Party Solutions will be the remedies afforded by the applicable Third Party Provider under the applicable End User Agreement, if any .
- Indemnification. As a reseller, to the fullest extent permitted by law, Alchemy disclaims any indemnification responsibility regarding Third Party Solutions provided under the Order. Any and all indemnities related to the Third Party Solutions are provided directly to Customer by Third Party Provider in the applicable End User Agreement and Customer agrees to look solely to the Third Party Provider for satisfaction of any and all indemnification claims related to the Third Party Solutions. Customer will defend, indemnify and hold harmless Alchemy from and against any claims, losses, liabilities, damages, judgments and/or suits (including reasonable attorneys’ fees and court costs) that arise out of or result from Customer’s breach of any End User Agreement; (ii) Customer’s misuse of any Third Party Solutions; and/or (iii) Customer’s breach of this Agreement. Customer will not settle any claim for indemnification against Alchemy without obtaining Alchemy’s prior, written consent to settlement.
- LIMITATION OF LIABILITY.
a. TO THE FULLEST EXTENT PERMITTED BY LAW, ALCHEMY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO: (I) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE THIRD PARTY SOLUTIONS UNDER THE APPLICABLE ORDER GIVING RISE TO SUCH CLAIM; OR (II) FOR THIRD PARTY SOLUTIONS PROVIDED ON A SUBSCRIPTION OR CONSUMPTION BASIS, THE DOLLAR AMOUNT PAID BY THE CUSTOMER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH CLAIM.
b. TO THE FULLEST EXTENT PERMITTED BY LAW, ALCHEMY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. ALCHEMY SHALL HAVE NO LIABILITY FOR LOSSES OF REVENUE, INCOME, PROFIT OR SAVINGS, LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS OR NETWORKS OR COSTS OF RECOVERY, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION OR DOWNTIME, LOSS OF GOODWILL OR REPUTATION OR FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ALCHEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. The foregoing limitations, exclusions and disclaimers shall apply to any and all claims, regardless of whether the alleged or actual damages were foreseeable or a claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law.
- Pricing & Payment Terms.
a. Customer purchases for a fixed term or subject to a minimum usage, committed spend, or similar commitment are for the full value and term of the Order, regardless of frequency of invoicing. Quoted prices do not include Taxes (defined below) or any handling, shipping, packaging, insurance, freight transportation or other charges.
b. Pricing for Month-to-Month Subscriptions and Consumption-Based Subscriptions is initially as set out in the Order but Alchemy may adjust pricing (and other commercial terms) to reflect changes by the Third Party Provider from time to time and in Alchemy’s sole discretion; such changes are effective for Customer as of the effective date set by the applicable Third Party Provider and Alchemy shall use commercially reasonable efforts to pass along notice. For clarity, pricing expressly fixed in the Order for a Consumption-Based Subscription will not change during the applicable commitment period, unless expressly stated otherwise in the Order.
c. The placement of Customer’s initial Order for Consumption-Based Subscription(s) will serve as its firm and binding commitment to pay Alchemy for all actual usage and applicable charges incurred during the applicable subscription or commitment period, regardless of any usage quantities or total estimated charges stated in the Order. If Customer has agreed to any minimum usage, committed spend, or similar commitment for a Consumption-Based Subscription, Customer will be invoiced for the greater of (i) the applicable minimum commitment; and (ii) Customer’s actual usage.
d. Customer must pay all fees for use of the Third Party Solutions, including amounts for add-on features and charges based on additional usage, overage, true-up, reconciliation, or other charges notified to Alchemy by the applicable Third Party Provider, including charges identified or invoiced after the applicable billing period. Alchemy shall invoice Customer for such charges at the frequency used by the Third Party Provider, plus applicable Taxes, based on charges notified to Alchemy by the applicable Third Party Provider.
e. Alchemy’s prices stated on invoices, Orders and quotations do not include applicable federal, state, provincial, municipal or other government taxes (such as sales, use, value-added, GST and similar taxes) as applicable, as well as import or customs duties and any other similar charges ("Taxes"), unless otherwise expressly indicated. Customer will pay all Taxes imposed or based on the sale of Third Party Solutions under this Agreement. When Alchemy is authorized or required to collect such Taxes, they will be separately stated on Alchemy’s invoices and reported and paid to appropriate governmental authorities by Alchemy. Alchemy’s delay or failure to include any applicable Taxes in an invoice will not waive or dismiss its right to invoice for such tax(es) or Customer’s obligation to make payment. In no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Alchemy’s net income, personnel, or assets.
f. Customer shall pay all invoiced amounts within the payment period set out in the Order or, if unspecified, within thirty (30) days from date of invoice, without set off or deduction. Any invoice or portion thereof that is subject to a good faith dispute may be withheld pending resolution provided that Customer: (a) provides written notice setting forth in detail the reason for the dispute, on or before the payment due date, (b) promptly meets and confers in good faith with Alchemy to resolve the dispute; (c) pays the undisputed portion of the invoice before its due date and (d) pays the disputed fees, if legitimate, within ten (10) days after resolution of the dispute. All payments shall be made in the currency stated in the invoice and made by the payment method set out in the Order or if unspecified, by wire transfer or Automated Clearing House (ACH).
g. In the event that invoices are not paid in full by the applicable due date Alchemy may (without prejudice to any other rights which Alchemy may have under this Agreement, at law or in equity):
i. charge interest on such overdue amount at a rate of 1.5% per month calculated monthly from the date payment was due until the date payment is made, and Customer shall reimburse Alchemy for all costs incurred by Alchemy in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees;
ii. disable or suspend (or request the Third Party Provider to disable or suspend) Customer’s access to and use of such Third Party Solutions, and in such event, Customer shall remain liable and responsible for all charges during any period of suspension or disablement, and such disablement or suspension does not modify amounts due under the Order. If such non-payment and/or suspension continues for more than thirty (30) days, Alchemy may terminate (or direct the Third Party Provider) to terminate Customer’s access to and use of the Third Party Solutions whereupon the Order shall immediately terminate and all payments under the applicable Order shall immediately accelerate and become immediately due and payable in full.
- Delivery
a. Customer acknowledges that because Alchemy is a reseller only, and as such, Third Party Solutions may be subject to delays, including inability of the Third Party Provider to source such Third Party Solutions, and Alchemy cannot and does not guarantee that it can fulfill Customer’s requests for Third Party Solutions. Delivery times are estimates only and are not guaranteed, partial shipments and backorders may occur, and Alchemy shall not be liable for delays. Delay in delivery will not relieve Customer of its obligation to accept shipments.
b. Domestic: For all domestic transactions, including drop shipments, title and all risk of loss or damage to the Third Party Solutions, except software or services, shall pass to Customer upon delivery to the carrier or Customer's representative at the facility where the Third Party Solutions are located (FCA Origin (Incoterms 2020)). If Customer requests special shipping or handling (including expedited shipment, third-party billing, freight collect, or special carrier, routing or packing), Customer shall be responsible for all freight, insurance and handling costs as well for filing claims and following up with the carrier in the event the shipment is damaged, lost, diverted, stolen or delayed. Alchemy will not be subject to any non-compliance penalties or charges related to Customer’s vendor compliance requirements, including but not limited to any shipping, packaging or delivery requirements, nor shall Alchemy be liable or responsible for any damaged, lost, diverted, stolen or delayed shipments.
c. International: For all international transactions, including drop shipments, the Third Party Solutions will be shipped FCA Origin from the facility where the Third Party Solutions are located (Incoterms 2020). Customer shall be responsible for all freight, insurance and handling costs as well for filing claims and following up with the carrier in the event the shipment is damaged, lost, diverted, stolen or delayed. Title and all risk of loss or damage to the Third Party Solutions, except for software or services, shall pass to the Customer upon delivery to the carrier or Customer's representative at the facility where the Third Party Solutions are located (FCA Origin (Incoterms 2020).
d. Notwithstanding contrary provisions in this Section 10: (i) Third Party Solutions which are hardware or equipment provided under a lease, subscription, consumption-based, or other as-a-service arrangement are not purchased outright by Customer. Title to such Third Party Solutions shall remain with the Third Party Provider or its licensor, and Customer’s rights and obligations relating to such Third Party Solutions will be governed by the applicable Order and these Terms and Conditions, with Customer’s use of the Third Party Solutions governed by the applicable End User Agreement; and (ii) no title or ownership interest in software Third Party Solutions will transfer to Customer; Customer’s rights therein are limited to the license or other use rights contained in the applicable End User Agreement.
e. Delivery Information: Delivery is subject to Alchemy’s receipt of all necessary information and documentation from Customer including all import certificates and other documents required from Customer for export of the Third Party Solutions. Customer shall notify Alchemy in writing no later than five (5) days from date of delivery (or such other period expressly stated on the Order) of any claimed shortages or rejections of delivery, with the exception of deliveries that reveal visible external shipping damage which must be refused immediately upon delivery by the carrier. Customer shall provide such notice in writing and with reasonable detail, stating the grounds for any such rejection. Customer’s failure to give such notice within the time specified is deemed an acceptance in full of any such delivery.
f. Alchemy may, at Customer’s request or for administrative convenience, select or arrange transportation and/or cargo insurance on Customer’s behalf and at Customer’s cost. Alchemy’s selection of a carrier, payment of freight or shipping, or arrangement of insurance will not alter title, risk of loss, or liability allocation under this Section. Any cargo insurance arranged by Alchemy will be subject to the insurer’s terms, conditions, limits, deductibles, and exclusions.
- Confidentiality and Personal Data. The parties shall take all steps reasonably necessary to hold the other party’s Confidential Information in trust and shall not use such Confidential Information for any purpose other than that expressly stated in this Agreement, nor shall either party disclose the Confidential Information belonging to the other party to any third party without the prior written consent of the disclosing party. Each party shall destroy or return all Confidential Information belonging to the other party no later than thirty (30) days after the last date of the term, except that each party may retain one copy of the Confidential Information of the other party for legal or administrative purposes only. “Confidential Information” shall refer to any information provided to either party by the other pursuant or relating to this Agreement that is identified by the disclosing party as confidential or proprietary or that is reasonably identifiable under the circumstances of disclosure by the receiving party as confidential, other than any information which: (a) has been published or comes into the public domain other than by breach of this Agreement by the recipient; (b) is known to the recipient prior to the date of disclosure as evidenced by written records; (c) is disclosed to the recipient by a third party having the legal right to make such disclosure; or (d) is developed by the recipient, independently of this Agreement. The receiving party may disclose Confidential Information belonging to the disclosing party solely to the extent required by any applicable law or competent authority (“Legal Compliance”), to which the receiving party is subject, provided the receiving party gives the disclosing party a reasonable opportunity to oppose, limit or seek confidential treatment with regard to such required disclosure. Information disclosed for Legal Compliance shall nonetheless be considered Confidential Information subject to the protections of this provision. Any personal data processed by the Third Party Solutions is handled under the applicable End User Agreement and the applicable Third Party Provider’s privacy and/or security terms. Alchemy is not acting as data processor of any Customer data under this Agreement except to the extent explicitly agreed in a separate data processing agreement entered into by and between Alchemy and Customer. Customer authorizes Alchemy to disclose Customer’s name, business contact information, account and Order information, and other information reasonably necessary to quote, process, fulfill, support, administer, or invoice the applicable Order to the applicable Third Party Provider, distributor, carrier, and other service providers involved in the transaction. Customer represents that it has all rights and authority necessary to provide such information for these purposes, including any notices and consents required by applicable law. The Third Party Provider is responsible for notices, consents, and compliance relating to its processing under the End User Agreement or in connection with the provision or delivery of the Third Party Solutions.
- Export Sales. Customer agrees and acknowledges that the Third Party Solutions may be subject to applicable U.S. and foreign export-control and sanctions laws and Customer shall not divert, use, export or re-export any Third Party Solutions without the prior authorization of the Third Party Provider. Customer expressly acknowledges and agrees that it will not export, re-export, or provide any Third Party Solutions to any entity or person within any country that is subject to United States economic sanctions. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. Customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or on the United States Commerce Department’s Denied Persons List, Entity List, or Unverified List. In addition, manufacturers' warranties for exported Products may vary or may be null and void for Third Party Solutions exported outside the United States.
- Choice of Law. This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of laws rules. The parties hereby irrevocably submit to the exclusive jurisdiction of the state or federal courts in Harris County, Texas. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby or subject matter hereof (whether based on contract, tort, fraud or any other theory).
- Force Majeure. Alchemy will not be liable for any delay, failure, interruption, suspension, or inability to fulfill an Order caused by circumstances beyond its reasonable control, including without limitation, acts or omissions of Third Party Providers or suppliers, product unavailability, part unavailability, strikes, supply-chain disruptions, natural disasters, war, governmental action, sanctions or export controls, infrastructure failures, cyberattacks, third-party system failures or any other similar causes. If Alchemy is unable to perform under this Agreement for thirty (30) or more days as a result of any force majeure event, Alchemy may cancel the affected Order and/or this Agreement upon written notice, without penalty or liability.
- General. Headings are used for convenience only and shall not affect the interpretation of this Agreement. No provision of this Agreement may be waived, by any act or omission of either Alchemy or the Customer, and this Agreement may not be amended except by the express written consent of both parties, except by Alchemy as permitted above. A failure by Alchemy or the Customer to enforce any rights under this Agreement shall not constitute a waiver of any other provision of, or rights under, this Agreement. Customer may not assign this Agreement, or any rights or obligations thereunder to a third party without the prior written consent of Alchemy. Alchemy may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Third Party Solutions or assign the right to receive payments, without Customer's consent. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby. Each applicable Third Party Provider is an intended third-party beneficiary solely of provisions expressly relating to that Third Party Provider, its End User Agreement, its intellectual property, its payment or access rights, or Customer’s use of the Third Party Solutions. All notices, requests, demands, and other communications must be in writing and may be given by: (i) personal delivery; (ii) registered or certified mail, return receipt requested; or (iii) nationally recognized courier services to the party at its official corporate address. Notices to Alchemy must be sent to: Alchemy Technology Group, 11 Greenway Plaza, Suite 2600, Houston TX, 77046, Attention: Legal Department, with an email copy to [email protected]. This Agreement contains the complete agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, representations and understandings with respect to the subject matter hereof. Nothing herein shall be construed against either party as the drafter hereof.