isolvedHCM.com and associated web properties
Time and Attendance Applications
The Site allows you to access various information to the extent and in the manner offered through the Site.
In order to use the Site, you need the equipment necessary to connect to the World Wide Web ("WWW"), and the connection necessary to access the WWW. You are responsible for any fees associated with such connection or access (such as those charged by an Internet Service Provider [ISP] or telephone company). You agree to: 1. provide accurate and complete information when prompted to do so, and 2. maintain and update such information so it remains accurate and complete.
You are responsible for keeping your user name and password confidential. We recommend you memorize this information. You should not share it with friends, family members nor post it in a public place or transmit it via unsecure means. You are responsible for all activity occurring through use of your account and/or password. You agree to immediately notify isolved HCM of any actual or suspected unauthorized use of your account or password. isolved HCM will not be responsible for any loss whatsoever arising from the misappropriation of your password by a third party.
All trademarks, service marks, trade names and logos contained in the Site are the property of their respective owners.
Copyright © 2012-2024 isolved HCM. All rights reserved.
Your use of the Blog constitutes your agreement to be bound by these terms and conditions (which isolved HCM reserves the right to change at any time without prior notice).
The Blog is designed to provide general information of interest to insurance, benefits, payroll, HR and other professionals. We make reasonable efforts to ensure the accuracy of the information, but we cannot guarantee that the information is error-free. You use of the Blog indicates your assumption of all responsibility and risk related to any reliance on this information.
The Blog does not constitute legal, accounting or other advice. If you need such advice, please consult an attorney, accountant or other professional.
Blog comments may not harass, defame, offend, invade privacy or otherwise be unlawful or harmful. isolved HCM reserves the right not to post comments that, in its sole discretion, isolved HCM deems inappropriate.
isolved HCM expects but cannot guarantee that the Blog will have uninterrupted availability. Under no circumstances will isolved HCM be liable for any delay or temporary disruption in access.
The Blog is provided "as is." isolved HCM specifically disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and of fitness for purpose. isolved HCM also disclaims any and all liability arising from interruption or damage to a computer system or software as a result of accessing the Blog. isolved HCM does not warrant that the information will enable you to achieve a particular result or outcome. isolved HCM will not be liable for any incidental, indirect, consequential, special, punitive or exemplary damages of any kind, including lost revenues, lost profits, or loss of data arising out of the Blog.
All content in the Blog is copyrighted by isolved HCM. You agree to honor the copyrights and trademarks contained in the Blog web site. You must obtain written authorization from isolved HCM to reproduce any content in the Blog for any purpose.
Notice to Texas residents:
If you have a complaint, first contact the consumer assistance division of isolved HCM at 800-733-8839, if you still have an unresolved complaint regarding the company's payroll processing please direct your complaint to: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), www.dob.texas.gov.
Subscriber has subscribed to and shall have internet access to one of the following time and attendance software applications, as determined by Subscriber's Subscription and Equipment Order: isolved Time (available at https://www.myisolved.com/UserLogin.aspx?ReturnUrl=%2f), TimeForce, TimeForce II (available at https://www.gotimeforce2.com/tfiiredirector), or isolved TimeForce (available at https://www.gotimeforce2.com/tfiiredirector). The particular time and attendance software application to which you have subscribed shall be referred to as the "Service." You will have access to the Service, the website at which the Service is available (the "Website"), the software on the Website ("Software") and related materials made available as part of the Service by isolved HCM. isolved HCM grants you a non-exclusive, non-transferable license and lease, during the Term of the Agreement, to use the Service for your own internal business purposes. You acknowledge and agree that the Service, Website, Software and materials that are made available as part of the Service may be updated and changed from time to time, in isolved HCM's sole discretion. Your continued use of the Service after our posting of any changes will constitute your acceptance of such changes. YOU MAY NOT LEASE OR DISTRIBUTE THE SOFTWARE, ANY COPY, OR ANY RELATED WRITTEN MATERIALS IN WHOLE OR IN PART. YOU MAY NOT USE THE SOFTWARE TO CONDUCT ANY SERVICE FOR THIRD PARTIES (I.E., TO PROCESS THIRD PARTY INFORMATION THROUGH THE SOFTWARE) UNLESS SEPARATELY LICENSED TO DO SO BY isolved HCM IN WRITING. ANY USE OF THE SOFTWARE, EXCEPT AS EXPRESSLY PERMITTED IN THIS LICENSE AGREEMENT, MAY SUBJECT YOU TO CIVIL DAMAGES AND ATTORNEY'S FEES, AND IS A CRIMINAL OFFENSE.
Subscriber agrees to pay all Fees and other sums of money that shall become due from and payable by Subscriber to isolved HCM under the Agreement at the times and in the manner provided in the Agreement, without abatement, demand, set-off, or counterclaim. Subscriber's obligation to pay Fees shall not be reduced because Subscriber fails to use the Service or Equipment in the quantities agreed to in the Agreement. Subscriber is responsible for any applicable taxes. Failure to pay may result in suspension of Subscriber's account until payment is made. If you enroll in the Service using a credit card, you certify to isolved HCM that you are the cardholder or that you are expressly authorized by the cardholder to enroll in the Service. For each Renewal Term (as defined below), isolved HCM may annually modify its fees, provided that any increase shall not exceed 5% over the previous year's fees. All Fees for a Renewal Term are due on or before the first day of the Renewal Term. Monthly fees shall be due by the last day of the month immediately prior to each month in which Services are provided or any Equipment is leased. Any amounts not paid when due shall be subject to interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. All fees and other amounts due must be paid in United States Currency.
The Effective Date of the Agreement shall be the date on which Subscriber signs the Agreement.
The initial term of the Agreement is one year from the Service Start Date ("Term"), regardless of whether Subscriber begins using the Service on the Service Start Date. If neither party gives notice of non-renewal at least 60 days before the end of the initial term or any succeeding Renewal Term, the Agreement automatically renews for an additional one-year term ("Renewal Term"). Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receipt of written notice of the breach from the non-breaching party.
Upon any termination of the Agreement, isolved HCM shall immediately discontinue providing the Service to Subscriber, and Subscriber's access to the Website will be de-activated. Each party shall promptly return to the other party or destroy all Confidential Information (as defined below) of the other party. Subscriber shall pay to isolved HCM all outstanding Fees and other amounts owed within 30 days of the date of termination. isolved HCM's rights and remedies in the event of termination caused by Subscriber's uncured default shall be governed by Section 14. In addition to where it is so stated, it is agreed that Sections 2, 3.2, 4, 7, 8, 9, 14 and 15 shall survive termination of the Agreement.
You represent and warrant to isolved HCM that:
a. You have full power and authority to enter into the Agreement and make the agreements specified herein.
b. Any data, information or materials you place on the Website or use with the Service (collectively, "Subscriber Materials") will not contain any libelous or unlawful material or any materials or instructions that may cause harm or injury, and will not violate any person's right of privacy or copyright, trademark, or other intellectual property rights.
c. You will not sublicense your rights to or allow any third parties to use or access the Service in a "service bureau" mode.
d. You will not modify, reverse engineer, disassemble, decompile or otherwise attempt to derive source code, trade secrets, programming methods, or Confidential Information from the Website or the Software.
You agree to indemnify isolved HCM against any actions, proceedings, liabilities, damages, costs, and expenses (including attorneys' fees) that isolved HCM may incur or suffer in connection with any of your Subscriber Materials or by reason of the breach of any of your warranties and representations under the Agreement.
Excessive use or abuse of shared network resources is prohibited. You agree that you will not use the Website or the Services in any manner that could damage, disable, overburden, or impair the Website or the Services, or interfere with any other party's use and enjoyment of the Website or the Services. Misuse of network resources in a manner that impairs network performance is prohibited and may result in termination of the Agreement.
Except as otherwise indicated on the Website, you may view, print, and copy any working files and documents produced by the Software for your business, software help files and similar documents solely for your own informational and internal business purposes. isolved HCM reserves the right to revoke its consent at any time. The documents and information permitted to be copied exclude Website layout and design and any isolved HCM logos or graphics. Except as otherwise permitted, no portion of the information on the Website may be copied without prior written permission from isolved HCM. Your access to or use of any third party websites linked to the Website may be subject to other terms and conditions imposed by the third party, and your access to and use of such third party websites are entirely at your own risk.
isolved HCM owns all right, title and interest in and to the Website and its contents, including the Software and documentation, isolved HCM's trademarks and service marks, and all related intellectual property rights (excluding portions of the Service provided by third party licensors). The Software and accompanying documentation and materials on the Website may be used only for the purposes described in the Agreement. You may not copy, download, modify, or distribute the Software or other Website content in any way, except as permitted by the Agreement or with isolved HCM's express written permission. Any rights not expressly granted herein are reserved by isolved HCM.
"Confidential Information" means isolved HCM's pricing, software code and designs, product specifications and documentation, data and information provided by Subscriber and its users in connection with using the Service, either party's non-public business and technology information, trade secrets, any written materials marked as confidential and any other information which reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes generally available to the public without fault of the receiving party; (b) was rightfully in the receiving party's possession prior to its disclosure by the other party; (c) is independently developed without the use of any Confidential Information of the disclosing party; or (d) is obtained without obligation of confidentiality from a third party who has the right to disclose it. The receiving party shall not disclose Confidential Information to any person (other than employees and independent contractors with a need to know such information) or use it for any purpose, except as expressly permitted by the Agreement. The receiving party shall give Confidential Information at least the same level of protection as it gives its own information of similar sensitivity, but not less than what is commercially reasonable. All confidentiality obligations survive termination of the Agreement.
Except as expressly set forth herein, the Software, Website, Service, and Equipment are provided "AS IS". isolved HCM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. isolved HCM does not warrant that the Service, Website, Software, or Equipment are entirely error-free. IN NO EVENT SHALL isolved HCM BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, THE WEBSITE, THE SOFTWARE, THE SERVICE, OR THE EQUIPMENT, REGARDLESS OF WHETHER isolved HCM HAS NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. isolved HCM'S TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE WEBSITE, THE SOFTWARE, THE SERVICE, OR THE EQUIPMENT SHALL NOT EXCEED THE FEES YOU HAVE PAID TO isolved HCM DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CLAIM.
This section applies if you are renting Equipment through the Agreement.
You agree to rent from isolved HCM the Equipment listed on any Subscription and Equipment Order signed and delivered by Subscriber to isolved HCM at the times and rates agreed to in the Agreement. Your rental obligations, including without limitation your obligation to pay the rental Fee, are absolute, unconditional, and are not subject to cancellation, reduction, setoff or counterclaim. Security deposits are non-interest-bearing and may be applied to cure your default. If you are not in default, isolved HCM will return the security deposit to you when the Agreement is terminated and all Equipment is returned to isolved HCM.
isolved HCM has title to the Equipment. If the Agreement is deemed to be a security agreement, you grant isolved HCM a security interest in the Equipment and the proceeds thereof. You authorize isolved HCM to sign and file Uniform Commercial Code ("UCC") financing statements on the Equipment.
isolved HCM is renting the Equipment to you "AS-IS" AND isolved HCM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. As part of your rental of Equipment, isolved HCM will provide you with the maintenance and service included in the Service Plan as described in Section 12 below. If you purchase a maintenance or service plan from a third party provider, you agree that isolved HCM is not responsible to provide the maintenance or service and you will make all claims related to maintenance and service directly to the third party. You agree that any claims related to maintenance or service will not affect your obligation to pay all Fees when due.
You are responsible for all risks of loss or damage to the Equipment and if any loss occurs you are required to satisfy all of your obligations under the Agreement. You will keep the Equipment insured against all risks of loss or damage for an amount equal to its replacement cost. You will list isolved HCM as the sole loss payee of the insurance and give isolved HCM written proof of the insurance. If you do not provide such insurance, you agree that isolved HCM has the right, but not the obligation, to obtain such insurance, and add an insurance fee to the amount due from you, on which isolved HCM may make a profit. isolved HCM is not, and will not be, responsible for any losses or injuries to or caused by the Equipment, even if such loss or injury is caused by isolved HCM's own negligence, gross negligence, or intentional acts, and you will indemnify and defend isolved HCM against any such claims, injuries, and losses. This indemnity will continue after the termination of the Agreement. You will obtain and maintain comprehensive public liability insurance naming isolved HCM as an additional insured with coverages and amounts acceptable to isolved HCM. Even if you fail to obtain the insurance required by this section or otherwise breach your obligations under this section, you will remain at all times responsible for any loss or damage to the Equipment and any losses or injuries caused by the Equipment.
Upon termination of the Agreement you shall return the Equipment in good working condition at your cost to isolved HCM. If you fail to return the Equipment within sixty (60) days after the end of the Term, you agree to pay isolved HCM the fair market value, as reasonably determined by isolved HCM, of each piece of Equipment that you fail to timely return.
isolved HCM may inspect the Equipment during the Term during your normal business hours with at least twenty-four (24) hours advanced notice.
If you are subscribing to Services, a Service Plan is included in your subscription Fee. If you are renting Equipment a Service Plan is included in your rental Fee. If you are purchasing Equipment a Service Plan is not included in the purchase price of your Equipment; however, you may purchase a Service Plan for which you will be billed separately from the purchase price of your Equipment. If you have a Service Plan, your rights and isolved HCM's obligations under the Service Plan shall be governed by this Section.
You will have access to isolved HCM's online support center at https://www.mytimeforce.com/support, which contains a document library, videos, downloads and updates, and answers to frequently asked questions. You will have unlimited technical support Monday through Friday 6:00 am to 6:00 pm (Mountain Time) by telephone (toll free (800) 697-7010) and email (firstname.lastname@example.org). And you will have unlimited technical support by chat Monday through Friday 7:30 am to 3:00 pm (Mountain Time).
You will receive all standard updates to the Software.
If a unit of Equipment becomes inoperable, isolved HCM will repair or replace the unit as provided by this Section 12.3; provided, however, that isolved HCM agrees to perform only those repairs involving worn or failing Equipment components that have failed during ordinary use of the Equipment under normal operating conditions. isolved HCM will first attempt to repair the unit by remote troubleshooting with the assistance of your personnel, whether by phone, email, or live chat. If a repair cannot be made remotely, you must ship the unit, at your sole expense, to isolved HCM. isolved HCM will attempt to repair the unit. If the unit cannot be repaired, isolved HCM will replace the unit with a refurbished or new unit, at isolved HCM's sole discretion. isolved HCM will ship the repaired or replacement unit back to you by standard ground shipping at isolved HCM's sole expense. isolved HCM's obligations under this section do not cover Excluded Repairs. "Excluded Repairs" includes repair or damage caused by accident, disaster (which includes but is not limited to fire, flood, water, wind, earth movement, and/or lightning), neglect, power transients, abuse or misuse, the failure of Subscriber or anyone using the Equipment to follow manufacturer's published operating instructions, or unauthorized modifications or repair of Equipment by persons other than authorized representatives of isolved HCM. Nor will isolved HCM's obligations under this section include electrical work external to the Equipment or maintenance of accessories, attachments, or other devices not furnished by isolved HCM.
This section applies if you are purchasing Equipment through the Agreement.
Unless otherwise specifically accepted by isolved HCM in writing: (a) all transportation charges shall be paid by Subscriber; (b) insurance charges and other applicable charges shall be borne by Subscriber; (c) title shall pass upon receipt of payment in full by isolved HCM; and (d) risk of loss shall pass to Subscriber upon delivery by isolved HCM to a carrier at the shipping point. isolved HCM does not ordinarily, but may, if requested in writing by Subscriber and at Subscriber's sole expense, place insurance on a shipment as nearly as possible in accordance with Subscriber's written instructions, but in each such case isolved HCM acts only as agent for Subscriber, and isolved HCM assumes no liability whatsoever as a result of making such insurance arrangements.
Unless otherwise indicated on the face of the Agreement, all prices and charges are exclusive of excise, sales, use, property, or like taxes. If any such taxes must be paid by isolved HCM or if isolved HCM is liable for the collection of such tax, the amount thereof shall be in addition to the amounts for the items sold. Subscriber agrees to promptly pay all such taxes or to reimburse isolved HCM for them upon receipt of isolved HCM's invoice. If Subscriber claims exemption from any sales, use or other tax, Subscriber shall timely provide to isolved HCM an exemption certificate or other valid proof of exemption and shall indemnify and hold harmless isolved HCM from and against any such tax, together with any interest or penalties thereon which may be assessed if the Equipment is held to be taxable.
isolved HCM is selling the Equipment to you "AS-IS" AND isolved HCM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The purchase price of the Equipment includes set-up and configuration assistance for a period of thirty (30) days after your purchase of the Equipment. Unless you purchase a Service Plan, you are required at your cost to keep the Equipment in good working condition and to pay for all supplies and repairs. If you purchase a Service Plan, isolved HCM will provide you with the maintenance and service included in the Service Plan as described in Section 12 above. If you purchase a maintenance or service plan from a third party provider, you agree that isolved HCM is not responsible to provide the maintenance or service and you will make all claims related to maintenance and service to the third party. You agree that any claims related to maintenance or service will not affect your obligation to pay all Fees when due.
ALL SALES OF EQUIPMENT ARE FINAL. No Equipment will be accepted for return without prior written approval of an executive level employee of isolved HCM, which approval will be in the sole discretion of isolved HCM. All properly approved returns are subject to a restocking charge. isolved HCM reserves the right, at its sole discretion, to refuse the return of any Equipment for credit. If approval is granted, Subscriber agrees to pay a twenty-five percent (25%) restocking charge on all Equipment returned; provided such returned items are in the original package or crate when received. Authorized returns must be shipped prepaid to isolved HCM's address provided upon receipt of authorization, and must be insured at the expense of Subscriber. isolved HCM shall not be responsible for Equipment damaged or lost in-transit during the course of any return.
You are in default on the Agreement if: a) you fail to pay a Fee or any other amount when due; or b) you breach any other obligation under the Agreement or any other Agreement with isolved HCM. If you are in default isolved HCM may: a) stop providing the Service to you and discontinue your access to the Website, b) declare the entire balance of unpaid Fees for the full Term immediately due and payable to isolved HCM, c) sue you for and receive the total amount due on the Agreement plus the Equipment's anticipated end of Agreement fair market value (the "Residual") with future Fees and the Residual discounted to the date of default at 3%, plus reasonable collection and legal fees and other related costs; and d) if you are renting Equipment, require that you immediately return the Equipment to isolved HCM or isolved HCM may peaceably repossess it. Any return or repossession of Equipment will not be considered a termination or cancellation of the Agreement. If the Equipment is returned or repossessed isolved HCM will sell or re-rent the Equipment at terms isolved HCM determines, at one or more public or private sales, with or without notice to you, and apply the net proceeds (after deducting any related expenses) to your obligations. You remain liable for any deficiency, with any excess being retained by isolved HCM. In addition to the other remedies contained in the Agreement, isolved HCM reserves all other rights and remedies that it has at law or in equity.
The Agreement consists of all Subscription and Equipment Orders executed by both Subscriber and isolved HCM, all Payment Authorizations signed by Subscriber, and these Terms & Conditions. The Agreement constitutes the entire agreement between the parties concerning this subject matter and supersedes all prior written or oral agreements or understandings.
isolved HCM may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on the Website. Amended Terms and Conditions shall automatically be effective 15 days after they are initially posted on the Website. Your continued use of the Website, the Software, the Equipment, or any of the Services after the effective date of the amended Terms and Conditions will constitute your acceptance of amended Terms and Conditions. These Terms and Conditions may not be otherwise amended except in writing and signed by both parties. Notwithstanding any other provision of this Agreement, for purposes of this provision, a "writing" does not include an e-mail message and a signature does not include an electronic signature.
If any term of the Agreement is found void or unenforceable, all other terms remain in full force and effect. None of the requirements of the Agreement shall be considered waived by either party unless the waiver is in writing, signed by duly authorized agents or representatives of each party. The waiver by either party of a breach or a violation of any provision of the Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation.
Subscriber may not transfer, sell, sublease, assign, pledge, or encumber either the Equipment, if any are being rented, or any of your rights under the Agreement without isolved HCM's prior written consent. isolved HCM may sell, assign, or transfer the Agreement without notice to or consent by Subscriber, and the new owner will have the same rights and benefits isolved HCM now has.
The section headings appearing in the Agreement are inserted only as a matter of convenience and in no way define, omit, construe, describe, or affect the scope or extent of the provisions of the Agreement.
The Agreement is governed by the laws of Utah (excluding conflicts of laws provisions). isolved HCM makes no representation that the Software, documents, graphics and other information in the Website ("Materials") are appropriate or available for use outside of the United States, and access to them where their content is illegal is prohibited. If you choose to access the Website from other locations, you are responsible for compliance with local laws. You may not use or export the Materials in violation of U.S. export laws and regulations. The exclusive venue and jurisdiction for any dispute arising between isolved HCM and Subscriber shall be in the federal and state courts situated in Salt Lake County, Utah. Subscriber irrevocably consents to the jurisdiction of the courts of the State of Utah for any dispute that may arise between the parties. SUBSCRIBER HEREBY KNOWINGLY AND INTENTIONALLY WAIVES THE RIGHT TO A JURY TRIAL ON ANY ISSUE OR DISPUTE THAT MAY ARISE BETWEEN THE PARTIES. No actions arising out of or relating to the Agreement may be brought by either party more than two (2) years after the cause of action accrues.
In the event isolved HCM brings suit against Subscriber to enforce any of isolved HCM's rights or Subscriber's obligations under the Agreement, and isolved HCM prevails on any portion of any relief requested, then isolved HCM shall be entitled to recover from Subscriber, and Subscriber shall be liable for, isolved HCM's costs and expenses, including reasonable attorney's fees, expert fees, and court costs, in bringing such suit.
Except with respect to Subscriber's obligation to make timely payments, any delay or nonperformance of any provision of the Agreement caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of the Agreement. Conditions beyond a party's reasonable control include, but are not limited to, natural disasters, acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor disputes, embargoes, acts or omissions of carriers or suppliers, explosions, riots, acts of war or terrorism, and epidemics.
You consent to receive communications from isolved HCM electronically. isolved HCM will communicate with you by e-mail or by posting notices on the Website. You also consent to the electronic formation of contracts and agreements between you and isolved HCM. You agree that all contracts, agreements, notices, disclosures, and other communications that isolved HCM provides to or forms with you electronically satisfy any legal requirement that such contracts, agreements, notices, disclosures, and communications be in writing, or that any signature to any contract or agreement be in writing. IF AT ANY TIME YOU NOTIFY isolved HCM THAT YOU REVOKE THE CONSENTS CONTAINED IN THIS PARAGRAPH, YOUR ACCESS TO THE SERVICES, THE WEBSITE, AND THE SOFTWARE AND YOUR USE OF THE EQUIPMENT (IF RENTED), WILL BE IMMEDIATELY TERMINATED, AND THE RIGHTS AND RESPONSIBILITIES OF YOU AND isolved HCM SHALL BE GOVERNED BY THE RELEVANT PROVISIONS OF THE AGREEMENT.
The Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. Without in any way limiting the applicability of Section 15.9, delivery of an executed counterpart of a signature page of the Agreement by fax or other electronic means (such as a PDF scan) shall be as effective as delivery of a manually executed counterpart.