Terms of Use

This rGuest Seat Terms of Use ( “Agreement” ) are agreed to between Agilysys NV, LLC, a Delaware limited liability company ( “Agilysys,” “we,” “our,” or “us” ) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You” ).

We offer the rGuest Seat restaurant reservation services (our “Services” ) on behalf of the restaurant or other business operating the website You are visiting right now (our “Customer” ). Our Services are offered through the rGuest Seat software widget (our “Widget” ) included on our Customer’s website (the “Customer Site” ). By choosing to include our Widget on the Customer Site, our Customer has enabled the Customer Site to provide our Services to enable You and other visitors to place reservations with the Customer through the Customer Site ( “Reservations” ).

This Agreement includes all terms and conditions below and governs Your use of the Widget to access our Services and Your use of our Services through the Widget. By using the Widget to access our Services, You become a user of our Services (a “User” ) and agree to be bound by the terms of this Agreement.

You enter into this Agreement as of the earliest date You first access or use the Widget or the Services (the “Effective Date” ). This Agreement applies to the Widget and all Services available through the Widget. This Agreement is the complete and exclusive agreement between You and Agilysys regarding Your access to and use of the Widget and all Services. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Agilysys relating to Your use of the Widget and any Services.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE WIDGET OR ANY SERVICES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY ACCESSING AND/OR USING THE WIDGET OR ANY SERVICES, YOU ARE AGREEING TO COMPLY WITH THIS AGREEMENT.

THIS AGREEMENT REQUIRES YOU TO AGREE TO ARBITRATE DISPUTES RATHER THAN GOING TO COURT, GRANT US CERTAIN RIGHTS AND LICENSES, PROVIDE US CERTAIN INDEMNITIES, WAIVE CERTAIN OF YOUR RIGHTS AND REMEDIES, AND LIMIT OUR LIABILITY AND OBLIGATIONS TO YOU. READ THEM CAREFULLY AND DO NOT USE THE WIDGET OR SERVICES IF YOU DO NOT AGREE WITH THESE TERMS.

  1. ELIGIBILITY. The Widget and all Services are intended for use by Users 18 years of age and older. If You are not 18 years of age or older, You agree not to access or use the Widget or any Services. You agree not to allow any individual under 18 years of age to access or use the Widget, whether or not You are the parent or guardian of that individual.
  2. OUR CUSTOMER AND THE CUSTOMER SITE. Our Widget is a small software application that is actually included within the Customer Site. Our Widget enables us to offer You access to our Services on behalf of our Customer through the Customer Site. We do not operate, control, or endorse, in any respect, the Customer Site or any content, materials, or information found on the Customer Site. You assume sole responsibility for Your use of the Customer Site. We are not responsible or liable to You for any loss or damage of any sort incurred as a result of Your dealings with any Customer or the Customer Site. THIS AGREEMENT COVERS ONLY THE OPERATION OF OUR WIDGET AND OUR SERVICES. IT DOES NOT COVER THE CUSTOMER SITE OR ANY OTHER SERVICES OFFERED BY OUR CUSTOMER OR ANY THIRD PARTY THROUGH THE CUSTOMER SITE. WHEN YOU LEAVE OUR WIDGET AND USE ANY PORTION OF THE CUSTOMER SITE, THIS AGREEMENT DOES NOT APPLY. FOR THE TERMS AND CONDITIONS APPLICABLE TO THE CUSTOMER SITE, PLEASE REVIEW THE CUSTOMER SITE OR CONTACT OUR CUSTOMER. If there is a dispute between You and the Customer, You acknowledge and agree that we are under no obligation to become involved. You hereby release Agilysys and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries, and their related companies from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with any such dispute.
  3. MODIFICATIONS. We reserve the right, at any time, to modify the Widget and any portion of the Services, with or without notice to You, by making those modifications available through the Widget. We also reserve the right, at any time, to modify the terms of this Agreement. We will inform You of the presence of any changes to this Agreement by posting those changes on the Widget or by providing You with notice through the Widget. Any modifications will be effective the next time You place a Reservation through the Widget, except in the case of a legally required modification which will be effective upon posting. You may terminate this Agreement as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Widget or any Services following such notice.
  4. ACCESS AND USE. Access to the Widget, including, without limitation, all Widget Content (as defined below), is provided for Your information and personal, non-commercial use only. When using the Widget, You agree to comply with all applicable federal, state, and local laws. Except as expressly permitted in this Agreement, You may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit any Widget Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner.
  5. RESERVATIONS. The purpose of the Widget is to assist You in placing Reservations with our Customer. Any Reservation You place or attempt to place through the Widget is subject to all applicable standard terms and policies of our Customer in addition to the terms of this Agreement. You agree that all requests for Reservations through the Widget, and all information You provide in connection with any Reservation, will be true, accurate, current, and complete. In response to Your online request for a Reservation, the Widget will contact the applicable Customer directly to secure the Reservation. The availability of the Reservation is determined at the time of Your request and is subject to the schedule determined by our Customer. Any fee required to be paid in connection with placing a Reservation ( “Fee” ) is non-refundable to You in all events and all Reservations are non-transferable. Any rescheduling of a Reservation is permitted only if allowed under the applicable policies of our Customer and is subject to availability and all applicable Fees imposed by our Customer under its applicable policies. It is Your sole responsibility to honor the Reservation You have made by arriving at the Restaurant on time (and subject to any arrival policy of our Customer). By using the Widget, You acknowledge and agree: (1) that You waive any claim against us due to Your failing to show up for your Reservation or failing to reschedule any Reservation You cannot meet; and (2) that any Fee paid by You in connection with Your Reservation is non-refundable under any and all circumstances. You acknowledge and agree that You may receive periodic emails from us as a result of Your use of the Widget, including emails regarding Your reservations, Your use of the Widget, or any current or future Promotions.
  6. PROMOTIONS. Any discount, offer or other promotion ( “Promotion” ) offered in connection with any Reservation is promotional in nature and is issued by the participating Customer through Agilysys as a service provider to the Customer. Each Customer is the holder and issuer of the Promotion pertaining to that Customer's business. Under no circumstances shall Agilysys be deemed the holder, issuer or seller of any of the Promotion. As the holder and issuer of a Promotion pertaining to its business, the Customer is solely responsible for the value and redemption of such Promotion and for any and all bodily injury, illness, damages, claims, liabilities and costs suffered by or relating to any user and the compliance with all laws, including, without limitation, unclaimed property and escheatment laws relating to the Promotion. The law applicable to the Promotion shall be the law of the state where the Customer interaction with the User occurs. Except as expressly provided in a Promotion or as allowed by the Customer and as permitted by applicable law, all Promotions: (a) are valid for dine in only; (b) may not be used for alcohol, prior balances, tips or gratuities or other fees; and (c) do not include sales, value added or use taxes, which may be charged to You separately by the Customer at the time You redeem the Promotions. Any attempted redemption of a Promotion in violation of these terms and conditions will render the Promotion void. In the event of a conflict between these terms and conditions and the actual Promotion, the Promotion itself will control.
  7. RESTRICTIONS. Except as expressly permitted in this Agreement or applicable additional terms or policies provided by our Customer, You may not: (1) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notices on the Widget or any Widget Content; (2) circumvent, disable or otherwise interfere with security-related features of the Widget, including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Widget or Widget Content; (3) use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Widget or Widget Content for any purpose without the express written permission of Agilysys, frame the Widget or Widget Content except to the extent we have given You explicit permission to do so, or use any of our trademarks as meta tags;(4) collect or harvest any personally identifiable information from the Widget, including, without limitation, user names, passwords, e-mail addresses; (5) solicit other users to join or become members of any commercial online service or other organization without our prior written approval; (6) attempt to interfere with, or interfere with, the proper working of the Widget or impair, overburden, or disable the same; (7) decompile, reverse engineer, disassemble, modify or attempt to discover any Widget source code or object code; (8) use network-monitoring software to determine the architecture of, or extract usage data from, the Widget; (9) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity; (10) use the Widget Content in a manner that suggests an association with us or any of our products or services, Customers or Customer services; (11) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or (12) engage in any conduct that restricts or inhibits any other user from using or enjoying the Widget or that violates this Agreement or applicable additional terms or policies provided by our Customer. You agree to cooperate fully with Agilysys to investigate any suspected or actual activity that is in breach of this Agreement.
  8. INTELLECTUAL PROPERTY. The Widget, (including past, present and future versions), all Services provided through the Widget, and all included content (and any derivative works or enhancements of the same), including, but not limited to, all layout, text, illustrations, instructions, files, images, software, scripts, graphics, photos, sounds, information, materials, technology, documentation, interactive features, the "look and feel" of the Widget, and any and all copyrightable material (including source and object code) (collectively, the "Widget Content" ), and all intellectual property rights to the same, are owned or controlled by us, our Customers, our licensors, or both. Additionally, all trademarks, service marks, trade names, trade identities and trade dress that may appear on the Widget are owned by us, our Customers, our licensors, or both. Except for the limited use rights granted to You in this Agreement, You shall not acquire any right, title or interest in the Widget or any Widget Content. Any rights not expressly granted in this Agreement are expressly reserved.
  9. WIDGET CONTENT & THIRD PARTY WEBSITES. We provide the Widget, including, without limitation, Widget Content for promotional purposes only. In all instances, it is Your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Widget Content. Under no circumstances will we be liable for any loss or damage caused by Your reliance on any Widget Content.
  10. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Agilysys and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with: (1) Your access to or use of the Widget and all Services; (2) all Promotions; (3) any actual or alleged violation or breach by You of this Agreement; (3) any actual or alleged breach of any representation, warranty, or covenant that You have made to us; or (4) Your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of Your obligations hereunder.
  11. DISCLAIMERS. YOU EXPRESSLY AGREE THAT USE OF THE WIDGET AND ALL SERVICES IS AT YOUR SOLE RISK. THE WIDGET AND SERVICES, INCLUDING ALL WIDGET CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, AGILYSYS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. AGILYSYS DOES NOT REPRESENT OR WARRANT THAT THE WIDGET OR ANY SERVICES WILL BE ACCURATE OR RELIABLE, SECURE, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
  12. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES SHALL AGILYSYS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF FORESEEABLE OR IF AGILYSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL THEORY, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE WIDGET OR ANY SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WIDGET OR ANY SERVICES, INCLUDING, WITHOUT LIMITATION, THE WIDGET CONTENT, IS TO STOP USING THE WIDGET. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES RECEIVED THROUGH THE WIDGET. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF AGILYSYS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED $10. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WIDGET, ANY SERVICES, OR THIS AGREEMENT MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. YOU HEREBY WAIVE AND RELEASE AGILYSYS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES, FROM ANY AND ALL INJURIES, LIABILITIES, DAMAGES, CLAIMS AND RIGHTS OF ANY NATURE WHATSOEVER ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN CONNECTION WITH ANY RESERVATION OR PROMOTION, THE PROVISION OF THE SERVICES RELATING TO ANY RESERVATION OR PROMOTION, AND COMPLIANCE BY THE CUSTOMER WITH APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, UNCLAIMED PROPERTY AND ESCHEATMENT LAWS. In some jurisdictions limitations of liability or of warranties are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You. These limitations shall apply to the fullest extent permitted by law.
  13. TERMINATION. This Agreement is effective unless and until terminated by either You or Agilysys. You may terminate this Agreement at any time, provided that You discontinue any further use of the Widget and all Services. Agilysys also may terminate this Agreement at any time, immediately, without notice, for any reason, including, without limitation, if You have failed to comply with this Agreement. Upon any termination of this Agreement, You will cease all access to and use of the Widget and all Services and Agilysys may block any access You attempt to make to the Widget and any Services. You agree that Agilysys shall not be liable to You or any third party for any termination of this Agreement or for blocking Your access to the Widget or any Services. Any termination of this Agreement shall not affect Your obligations to us under this Agreement. The provisions of this Agreement which by their nature should survive termination of this Agreement shall survive, including, but not limited to, the rights and licenses that You have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury and all of the additional provisions in final section of this Agreement.
  14. CHOICE OF LAW; JURISDICTION AND VENUE. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding its conflicts of law provisions. Subject to Section 15, any action to enforce any rights or obligations under this Agreement shall be brought exclusively in the United States District Court for the Northern District of Georgia, sitting in Atlanta, GA, or in Fulton County, Georgia Superior Court if filed in state court, which may only be done if federal court jurisdiction is unavailable. Both parties consent to such jurisdiction and venue. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. THE PARTIES AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM ( "UCITA" ), SHALL NOT APPLY TO THIS AGREEMENT. TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA (AND EACH AND EVERY PROVISION THEREOF) PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.
  15. DISPUTE RESOLUTION; BINDING ARBITRATION. Both parties agree to settle all claims, allegations, controversies, or disputes related in any way to the Widget, Services, or this Agreement, including disputes you may have against our employees or other representatives, but excluding disputes relating to our intellectual property rights ( “Disputes” ) as set forth in this Section. If any Dispute cannot be resolved by informal discussions between the parties, either party may provide the other party with notice of that Dispute under this Agreement. Such notice will include a written description of the Dispute and any proposed resolution. Following any such notice, the parties will make reasonable attempts to resolve the Dispute by discussions between the parties. If the parties cannot resolve a Dispute within 30 days of receipt of notice of that Dispute from the other party, then either party may submit the Dispute to formal binding arbitration as follows. If the parties disagree whether a Dispute is subject to arbitration, the provisions of the Federal Arbitration Act (not state law) will govern all questions of whether the Dispute is subject to arbitration. Any arbitration will be administered by the American Arbitration Association ( “AAA” ) in accordance with the Commercial Arbitration Rules as supplemented by AAA's Supplementary Procedures for Consumer-Related Disputes. If the AAA is unwilling or unable to set a hearing date within 45 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ( “JAMS” ) or any other mutually agreeable arbitration service. You can obtain procedures, rules, and fee information from the AAA at 1- 800-778-7879 www.adr.org. and from JAMS at 1-949-224-1810 http://www.jamsadr.com. The arbitration will be conducted by a single neutral arbitrator who is a lawyer or a retired judge. Discovery shall be permitted pursuant to the applicable arbitration rules. If an in-person hearing is required, the arbitration hearing will be conducted in Atlanta, GA, provided that if required by applicable law for this Section to be enforceable, then such hearing will be held in the metropolitan area in which you are a resident at the time the Dispute is submitted for arbitration. The federal or state law that applies to this Agreement will also apply during the arbitration. The arbitrator's award will consist of a written statement stating the disposition of each claim of the Dispute and will provide a statement of the essential findings and conclusions on which the award is based. The award shall be enforceable by any court with jurisdiction over the parties. Any arbitration will be solely between you and us (not brought on behalf of or together with another individual's claim) and neither you nor Agilysys may pursue arbitration on a classwide basis. If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought in any court permitted by this Agreement. The parties shall share equally the fees charged by the applicable arbitration service, provided that we shall have the option to pay any greater portion of such fees in our sole discretion if required by applicable law in order for this Section to be enforceable. Except where prohibited or limited by applicable law, the prevailing party in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys' fees and experts' fees, which are incurred in connection with the arbitration. The provisions of this Section will not apply to any legal action taken by Agilysys to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Widget, Service, or any of our intellectual property rights.
  16. NO CLASS ACTIONS. TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND AGILYSYS WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
  17. NO TRIAL BY JURY. TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND AGILYSYS WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
  18. DATA PRIVACY. You expressly consent to the use and disclosure of Your personally identifiable information and other data and information as described in the rGuest Seat Privacy Policy displayed through the Widget ( “Privacy Policy” ). Notwithstanding anything in the Privacy Policy and without limiting any rights Agilysys may have under the Privacy Policy, Agilysys will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Widget and Services. To the extent any such non-personally identifiable data or information is collected or generated by Agilysys, the data and information will be solely owned by Agilysys and may be used by Agilysys for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.
  19. MOBILE. The Widget may include certain features and services that may be available via Your mobile phone, including, without limitation the ability to access the Widget from Your mobile phone (collectively, the "Mobile Services" ). We typically do not charge for Mobile Services. However, Your mobile carrier's normal messaging, data and other rates and fees will still apply. Your carrier may prohibit or restrict certain Mobile Services and certain Mobile Services may be incompatible with Your carrier or mobile device. You should check with Your carrier to find out what plans are available and how much they cost. By using the Mobile Services You agree that we may communicate with You regarding the Widget and our Services and Customers by SMS, MMS, text message or other electronic means to Your mobile device and that certain information about Your usage of the Mobile Services will be communicated to us. You agree that in connection with the Mobile Services You use, we may send communications to Your mobile device regarding us, our Customers or other third parties. Further, we may collect information related to Your use of the Mobile Services.
  20. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Agilysys by postal mail to the corporate services address for Agilysys listed on the Agilysys website at www.agilysys.com , to the attention of the General Counsel of Agilysys. Agilysys may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to Agilysys in connection with the Widget, provided that in the case of any notice applicable both to You and other Users of the Widget, Agilysys may instead provide such notice by posting through the Widget. Notices provided to Agilysys will be deemed given when actually received by Agilysys. Notice provided to You will be deemed given 24 hours after posting through the Widget or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
  21. ADDITIONAL TERMS. Any delay or failure on the part of us to exercise or enforce any rights under this Agreement to which we may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. Agilysys has the right to determine Your compliance with this Agreement in its sole discretion. You irrevocably agree that You waive any and all rights to injunctive or other equitable relief. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the applicable Law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Widget and all Services, and constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between us with respect to such subject matter. You may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by You without the appropriate prior written consent will be null and void and of no force and effect. Agilysys may assign this Agreement or any rights hereunder without Your consent and without notice. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.”