Any allegation, claim, suit, or other proceeding based upon a contention that the use of the Site or the Servicees by User or a third party infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party. Government restriction, strikes, war, any natural disaster or force majeure, or any other condition beyond Verdisys' reasonable control. The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of Verdisys and its affiliates, subcontractors, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine. As a condition of membership, each User agrees to indemnify, hold harmless, and defend Verdisys, and each of its respective affiliates, sub-contractors, agents, and employees against all claims, liabilities and damages incurred or allegedly incurred by any participating User of the Site, including but not limited to any product or services sold on the Site for failure of a product to meet specifications or breach of warranty. Other General Provisions This Agreement and the User's Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersede and replace any and all prior written or verbal agreements.
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Verdisys' failure to insist upon or enforce strict performance of any provision of the User's Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between User and Verdisys nor trade practice shall act to modify any provision of the User's Terms and Conditions. If any provision of the User's Terms and Conditions is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of the User's Terms and Conditions, which shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by User without prior written permission from Verdisys. Enforcement of Term and Conditions By accessing and using Verdisys' website, you agree that your access to and use of Verdisys' website is subject to these Terms and Conditions, as well as all applicable laws, as governed and interpreted pursuant to the laws of California, United States of America.