The UNITY Mobile Terms of Service (this "Agreement") is between UNITY Mobile, Inc. ("UNITY Mobile"), a Delaware corporation, and the individual or entity that has read, accepted and acknowledged the UNITY Mobile Terms of Service ("You") during the registration process. The effective Start Date is set and captured once You place a check in the "I agree to Terms of Service" and complete the registration process.
In this Agreement, these terms shall have the following definitions:
Applications – Mobile sites and software programs created by You and transmitted to Your subscribers through the use of the UNITY Mobile Services;
Intellectual Property Rights - all intellectual and industrial property rights anywhere in the world including, without limitation, any invention, patent, design or utility model rights, any copyrights and trademarks, service marks, database rights, domain names, commercial or confidential information, know-how or trade secrets, and any other rights of a similar nature or effect whether or not any of the same are registered, and the rights to apply for any of them;
Service Package – The Service Package specifics the offerings and pricing of the products that UNITY Mobile is offering to You. The Service Packages are sold on a annual commitment basis with monthly payments via transactions performed on the UNITY Mobile website;
Subscriber – a person that receives Your Applications via a cellular device connected to a network carrier;
Subscription Term – The period of time that You will receive UNITY Mobile Services specified in the Service Package at the time of purchase;
UNITY Mobile Materials – Software and documentation delivered to You from UNITY Mobile to be used in connection with the UNITY Mobile Services;
UNITY Mobile Services – Those services described in the Service Package that UNITY Mobile shall deliver to the You in accordance with the terms and conditions of this Agreement, which services may include system administration, system management, and system monitoring activities that UNITY Mobile provides for the development of certain mobile software program Applications;
User Content – information and data that You provide for transmission to a Subscriber via the UNITY Mobile Services through an Application;
The terms of this User Agreement shall apply to use of the UNITY Mobile Services in the Service Package. The terms of the Agreement shall control over any different or additional terms of any purchase order or other non-UNITY Mobile Service Package, and no terms included in any such purchase order or other non-UNITY Mobile Service Package shall apply to the UNITY Mobile Services.
If You are obtaining or have obtained the UNITY Mobile Services from a third party authorized by UNITY Mobile ("Partner"), then: the terms of this User Agreement shall apply to the UNITY Mobile Services that are being obtained or were obtained by You from Partner and in the event of a conflict between these terms and the terms of any agreement executed between You and the Partner relative to UNITY Mobile Services, the terms of this Agreement shall take precedence and be deemed controlling.
UNITY Mobile grants to You, during the Subscription Term of the applicable Service Package, the nontransferable, nonexclusive, worldwide right to use the UNITY Mobile Services and any UNITY Mobile Materials solely in connection with the UNITY Mobile Services, subject to the terms of the Agreement, including the online documentation for the UNITY Mobile Services. You shall be solely responsible for the User Content transmitted and displayed via Your Application, except for any third-party advertising that may be specified in Your Service Package.
The rights granted to You in the Agreement are subject to all of the following agreements and restrictions:
You shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the UNITY Mobile Services or the UNITY Mobile Materials available, to any third party other than an authorized User;
You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the UNITY Mobile Services or UNITY Mobile Materials or access or use the UNITY Mobile Services or UNITY Mobile Materials in order to build a similar or competitive product or service;
except as expressly stated herein, no part of the UNITY Mobile Services or UNITY Mobile Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means;
You shall not disclose any review of the UNITY Mobile Services, including but not limited to the results of any performance tests, to any third party without UNITY Mobile's prior written approval;
You shall not use or access the UNITY Mobile Services to build or support, and/or assist a third party in building or supporting, products or services competitive to UNITY Mobile,
You agree to make every reasonable effort to prevent unauthorized third parties from accessing the UNITY Mobile Service; and
acknowledge and agree that UNITY Mobile shall own all right, title and interest in and to all intellectual property rights (including ail derivatives or improvements thereof) in the UNITY Mobile Services and the UNITY Mobile Materials and any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the UNITY Mobile Services or the UNITY Mobile Materials.
You shall not use standard UNITY Mobile Services if you are a TV or Web based broadcaster of video content. (Please contact UNITY Mobile directly for specific terms of use if you are a TV or web based video broadcaster)
You agree not to use or permit or to permit or allow Your Subscribers to use the UNITY Mobile Services to transmit any User Content, for any of the following purposes:
Sending or making available to the public any communication which is harassing, defamatory, libelous, abusive, threatening, obscene, coercive or objectionable, including material that is false, misleading or inaccurate; or
the persistent sending of messages without a reasonable cause or for the purpose of causing annoyance, inconvenience or distress to any person; or
the transmission or dissemination of material that violates the rights of any person or company protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations; or
the distribution of material to prefixes from countries where the material is considered to be prohibited or offensive; or
the transmission or dissemination of unsolicited material, including without limitation "junk mail" or "unsolicited bulk email", or other advertising material to persons or entities that have not specifically agreed to receive Content from the Client; or
sending messages or making available to the public any content that contravenes relevant privacy and electronic communication regulations; for avoidance of doubt this includes the Best Practices Guidelines of the Mobile Marketing Association; or
or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information, including executing any form of network monitoring that will intercept data which is not expressly approved for use; or
sending inappropriate content to minors or making inappropriate content available to minors.
YOU REPRESENT AND WARRANT THAT ALL USER CONTENT WILL NOT CONTAIN ANY LANGUAGE OR OTHER ELEMENTS WHICH ARE OBSCENE, LIBELOUS, SLANDEROUS OR DEFAMATORY AND WILL NOT, WHEN USED AS PERMITTED HEREUNDER, VIOLATE OR INFRINGE UPON, OR GIVE RISE TO ANY ADVERSE CLAIM WITH RESPECT TO ANY COMMON-LAW OR OTHER RIGHT WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, TRADEMARK, SERVICE MARK, LITERARY, DRAMATIC, MUSIC OR MOTION PICTURE RIGHT, RIGHT OF PRIVACY OR PUBLICITY, CONTRACT RIGHT OR "DROIT MORALE" OR OTHER MORAL RIGHTS OF AUTHORS) OF ANY PERSON, OR VIOLATE ANY LAW.
If UNITY Mobile, in its sole discretion determines that You are using the UNITY Mobile Services in violation of any prohibited purpose, or that any User Data violates the provisions of this section, UNITY Mobile reserves the right to remove or disable access to any material that violates the foregoing restrictions or to terminate the UNITY Mobile Services or this Agreement and Your Services in their entirety for a violation of Your obligations under this section. UNITY Mobile shall have no liability to You in the event that UNITY Mobile takes such action. You agree to defend and indemnify UNITY Mobile against any claim brought against UNITY Mobile arising out of a violation of Your obligations under this section.
You acknowledge that UNITY Mobile transfers no rights of ownership to You in the UNITY Mobile Material or Services that You access hereunder. Notwithstanding the foregoing, UNITY Mobile shall license to You those Intellectual Property Rights as are directly and unavoidably required by in the provision of the Services.
You agree to license to UNITY Mobile such Intellectual Property Rights as are directly and unavoidably required to UNITY Mobile such that it may perform its Services.
Any license granted herein shall not be transferred nor sub-licensed, shall be non-exclusive, royalty free, limited to the Term and granted only for the purpose of fulfilling each party’s obligations under this Agreement.
You acknowledge that You shall not reverse engineer, decompile or disassemble any software comprised in the UNITY Mobile Material or to which You have access as a result of using UNITY Mobile Services.
You may order Trial Services for the UNITY Mobile Service, which You may use for trial, non-production purposes only. The Trial Period will be specified during the trial registration and start on the Effective Date of the Service Package. At the conclusion of the Trial Period, unless You notify UNITY Mobile that You desire to terminate Your temporary license, such license and Trial Services shall automatically convert to a standard license to the UNITY Mobile Services, upon such terms as are set forth in this Agreement. If prior to the conclusion of Your temporary license, You inform UNITY Mobile that You do not desire to continue use of the UNITY Mobile Services beyond expiration of the Trial Period, then upon UNITY Mobile’s receipt of Your notice to terminate Your trial period and Your usage rights shall terminate. The Trial Services provided for trial purposes are provided "as is" and UNITY Mobile does not provide technical support or offer any warranties for these services.
UNITY Mobile will provide Hosting Services for Your Applications. UNITY Mobile shall provide a best-effort delivery of 99.8% monthly availability of the UNITY Mobile Service. This will not include planned outages or outages directly attributable to the Service Providers of UNITY Mobile.
You agree to pay in advance for all UNITY Mobile Services, unless otherwise set forth in an Service Package. All fees due under the Agreement are non-cancelable and the sums paid nonrefundable, except as otherwise specified in this Agreement. UNITY Mobile's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, even if such amounts are not listed on an Service Package. You will reimburse UNITY Mobile for reasonable expenses related to providing the Services. You will provide UNITY Mobile with valid and updated credit card or approved purchase order information and complete and accurate billing and contact information. If You provide credit card information to UNITY Mobile, You authorize UNITY Mobile to bill such credit card (a) at the time that You order any products or services, for all products and services set forth in the Service Package, and (b) at the time of any renewal, for the amount charged for any renewal Subscription Term(s) as set forth herein. If UNITY Mobile, in its discretion, permits You to make payment using a method other than a credit card, UNITY Mobile will invoice You at the time of the initial Service Package and approximately one month in advance of the start of any renewal or subsequent billing period. All amounts invoiced hereunder are due and payable immediately upon Your receipt of any such invoice. You agree to reimburse UNITY Mobile for any costs of collection incurred with respect to collecting late payments, including the costs of reasonable attorney fees. Late payments shall accrue interest at the rate of 1% per month commencing with the due date
If User elects to use Advertising Services within the UNITY Mobile Services, UNITY Mobile will provide a report on a quarterly basis of fees due the User. Such fess due shall only be paid when UNITY Mobile is in receipt of such monies due from third parties.
Term and Renewal.The term of the UNITY Mobile Services set forth in the Service Package hereunder shall commence upon the Effective Date set forth in the Service Package and shall continue for the period of time set forth in such Service Package (the "Subscription Term"). Except as otherwise provided in an Service Package issued by UNITY Mobile, UNITY Mobile Services may be renewed under UNITY Mobile's then-current applicable policies and terms, subject to UNITY Mobile's acceptance and Your payment of fees for such UNITY Mobile Services.
Termination for Default.In the event of any material breach of the Agreement by either party, the non-breaching party shall have the right to terminate the applicable Service Package for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail. UNITY Mobile may immediately suspend Your account, and access to or use of the UNITY Mobile Services during such cure period if (i) You fail to make payment due to UNITY Mobile under the Agreement and do not cure such nonpayment within ten business days after UNITY Mobile has provided You with notice of such failure, or (ii) You violate any provision of this User Agreement. Any suspension by UNITY Mobile of the UNITY Mobile Services under the preceding sentence shall not excuse You from Your obligation to make payment under the Agreement. Upon any termination of the Service Package, Your right to access and use the UNITY Mobile Services and the Services specified in the Service Package (including the UNITY Mobile Materials) shall terminate. If UNITY Mobile terminates its services due to Your default, You must pay within 30 days ail amounts which have accrued prior to such termination, as well as all sums remaining unpaid for services received plus related taxes and expenses.
If You or Your Subscribers via Your Applications enter into correspondence with, purchase goods or services from, or participate in promotions of advertisers or sponsors other than UNITY Mobile through the UNITY Mobile Service, any such activity, and any terms, conditions, warranties or representations associated with such activity, is governed solely by the terms between You and the applicable third party. UNITY Mobile shall have no liability or obligation for, and does not endorse or accept any responsibility for, the contents or use of third party web sites or any transactions completed with third parties. UNITY Mobile may provide such links only as a convenience, and the inclusion of any link does not imply endorsement by UNITY Mobile of the linked web site, notwithstanding the inclusion on such site of the trademarks of UNITY Mobile or its Third Party Providers. UNITY Mobile shall have no liability to You or any of Your Subscribers as a consequence of a third party transaction. You agree to defend and indemnify UNITY Mobile against any claim brought against UNITY Mobile from any of Your Subscribers or from such third party arising out of any third party transactions that occur as a part of Your Applications.
As part of the UNITY Mobile Service, UNITY Mobile will provide You with Customer Care Services that includes ensuring the availability of online reference materials, a telephone support number and live online assistance. The telephone support and live online assistance availability are subject to local business hours of UNITY Mobile's place of operation. UNITY Mobile shall have the right to modify the Customer Care Services Policies at any time in its sole discretion; Your continued use of the UNITY Mobile Services shall constitute Your acceptance of any such modified policies.
In addition to the representations and warranties made elsewhere in this Agreement, each party represents and warrants that it has the power and authority to enter into this Agreement, including the terms and conditions set forth in the Service Package. UNITY Mobile warrants that (a) the UNITY Mobile Services will perform substantially in accordance with its online documentation under normal use; and, (b) the Services will be provided in a manner consistent with generally accepted industry standards. You must notify UNITY Mobile of any warranty deficiencies within 30 days from performance of the relevant UNITY Mobile Services and/or Services in order to receive warranty remedies. For any breach of the express warranty as set forth above, Your exclusive remedy shall be the UNITY Mobile’s correction of the deficient UNITY Mobile Services, and if UNITY Mobile is unable to correct such warranty deficiencies, You shall be entitled to recover the portion of the fees paid to UNITY Mobile for such deficient UNITY Mobile Services, and such refund shall be UNITY Mobile's entire liability to You for such defect.
EXCEPT FOR THE EXPRESS WARRANTIES OTHERWISE CONTAINED IN THIS AGREEMENT, UNITY Mobile HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE UNITY Mobile Services, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF SERVICE. UNITY Mobile MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS OF THE UNITY Mobile Services, OR THE RESULTS YOU MAY OBTAIN BY USING THE UNITY Mobile Services. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNITY Mobile DOES NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE UNITY Mobile Services WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE UNITY Mobile SERVICES WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE THAT UNITY Mobile DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE UNITY Mobile Services MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. UNITY Mobile IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY UNITY Mobile, THE UNITY Mobile SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS.
IN NO EVENT SHALL UNITY Mobile BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE UNITY Mobile Services, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UNITY Mobile FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO UNITY Mobile FOR THE UNITY Mobile SERVICES UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND IF SUCH LIABILITY RESULTS FROM YOUR USE OF A PARTICULAR PORTION OF THE UNITY Mobile Services UNDER THE AGREEMENT, SUCH LIABILITY SHALL BE LIMITED TO THE FEES PAID TO UNITY Mobile FOR THE DEFICIENT PORTION OF THE UNITY Mobile SERVICES GIVING RISE TO THE LIABILITY.
CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Each Party (respectively, the "Indemnitor") assumes liability for, and shall indemnify, defend, protect, save and hold harmless the other Party and their respective parents, subsidiaries and affiliated divisions and companies, permitted assigns and, and the respective shareholders, directors, officers, employees and agents of the foregoing (the "Indemnified Parties") from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, expenses or damages (including, without limitation, reasonable legal fees and expenses) of whatsoever kind and nature imposed on, incurred by or asserted against any of such Indemnified Parties, arising out of any breach or, solely with respect to third party claims, alleged breach by the Indemnitor of any representation or warranty or covenant made, or obligation assumed, by the Indemnitor pursuant to this Agreement. The provisions of this paragraph shall apply, without limitation, to claims brought by the indemnified Party seeking indemnification against the Indemnitor ("Indemnitee").
In order to seek or receive indemnification hereunder in cases involving third-party claims: (i) the Indemnitee must have promptly notified the Indemnitor of any claim or litigation of which it is aware to which the indemnification relates; and (ii) with regard to any claim or litigation to which the Indemnitor itself is not a party, the Indemnitee must have afforded the Indemnitor the opportunity to participate in any compromise, settlement, litigation or other resolution or disposition of such claim or litigation.
You may have access to UNITY Mobile information that is confidential to the UNITY Mobile ("Confidential Information"). Confidential Information of UNITY Mobile shall include the software programs provided as part of the UNITY Mobile Services and any other UNITY Mobile Materials delivered hereunder. UNITY Mobile’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure or; (iv) is independently developed by the other party without reference to the other party's Confidential Information. You agree to use reasonable care to prevent disclosure of the other party's Confidential Information to any third party. You agree to hold each our Confidential Information in confidence for a period of five years from the date of disclosure. This Section constitutes the entire understanding of the parties and supersedes all prior or contemporaneous agreements, representations or negotiations, whether oral or written, with respect to Confidential Information.
You will ensure that any use of the UNITY Mobile Services and Services by You and Your Subscribers is in accordance with the terms and conditions of the Agreement, and You shall be responsible for any breach by any Subscriber of such terms and conditions. In addition, You will obtain any Subscriber consents required by UNITY Mobile to access the UNITY Mobile Services under the Agreement. You are responsible for ensuring that Your network and systems comply with specifications that UNITY Mobile provides. UNITY Mobile is not responsible for Your network connections or for conditions or problems arising from or related to Your network connections (e.g., bandwidth issues, excessive latency, network outages), or caused by the internet. You will be responsible and accountable if any Subscriber posts content in violation of the prohibitions contained in this Agreement.
UNITY Mobile may give notice applicable to You, as part of its overall subscriber group, by means of a general notice on the UNITY Mobile Services portal and notices specific to You by electronic mail to Your e-mail address on record in UNITY Mobile's account information or by written communication sent by first class mail or pre-paid post to Your address on record in UNITY Mobile's account information. You acknowledge that such means of transmission of any such notice is sufficient for the purpose of satisfying any notice requirements set forth in this Agreement. If You have a dispute with UNITY Mobile or You wish to provide a notice under the Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: legal@unitymobile.com.
Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel unperformed services upon written notice.
UNITY Mobile may compile statistical and performance information related to the provision of the UNITY Mobile Services, and may make such information publicly available. You hereby agree to permit UNITY Mobile to make such information publicly available. UNITY Mobile retains all Intellectual Property rights in such information.
Any action related to the Agreement will be governed by the laws of the State of Delaware and controlling U.S. federal law. The Uniform Computer Information Transactions Act, the United Nations Convention on the international Sale of Goods, and choice of law rules of any jurisdiction, will not apply to the Agreement. If You are an individual, the laws of Your country of legal residence will apply. Any disputes, actions, claims or causes of action arising out of or in connection with the Agreement shall be subject to the exclusive resolution by Arbitration, such arbitration to occur in the State of Delaware, unless the aggrieved party requires a remedy which can only be issued by a court of law. This User Agreement and the information which is incorporated into this User Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the Service Package, represents the parties entire understanding relating to the UNITY Mobile Services, and supersedes any prior or contemporaneous, conflicting or additional, communications. The exchange of a fully executed Service Package by fax shall be sufficient to bind the parties to the terms and conditions of this User Agreement and Service Package. The terms and conditions of the Agreement may be amended only by written agreement of the parties. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between UNITY Mobile and You as a result of the Agreement or use of the UNITY Mobile Service. You may not assign the Agreement without the prior written approval of UNITY Mobile. Any purported assignment in violation of this section shall be void. UNITY Mobile reserves the right to provide some or all of the UNITY Mobile Services from locations, and/or through use of Third Party Providers, worldwide. The failure of either party to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Except for actions for nonpayment or breach of UNITY Mobile's proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than two years after the cause of action has accrued. Any rights not expressly granted herein are reserved by UNITY Mobile. The individuals signing below each represent that they have the authority under applicable law to enter into the Agreement and satisfy Your obligations, and both parties intend for the terms of the Agreement to be fully enforceable.