Ausy (“Ausy”) a unit of Denoc hearing care centre is the author and publisher of the following internet resource www.ausyresolutions.com (“Website”). Ausy owns and operates the services provided through the Website.
1. NATURE AND APPLICABILITY OF TERMS
The Agreement applies to you whether you are:
- A Service Provider, the term service provider refers to medical practitioner or health care provider or hearing aid dealer or hearing aid centre or audiologist or speech therapist or occupational therapist or hearing/ENT clinic or hospitals or other related medical clinic and laboratories (whether an individual professional or an organization) or similar institution wishing to be listed, or already listed, on the Website, including designated, authorized associates of such service providers or institutions (“Service Provider(s)”, “Practitioner(s)”, “you” or “User”)
- A patient, his/her representatives or affiliates, searching for service providers / Practitioners through the Website (“End-User”, “you” or “User”) Otherwise a user of the Website (“you” or “User”)
This Agreement applies to those services made available by Ausy on the Website, which are offered free of charge to the Users (“Services”), including the following:
1.1. For Service Providers: Listing of practitioners/service providers and their profiles and contact details, to be made available to the other Users and visitors to the Website. Service Providers can also list the Job vacancies in their institution/company/hospital/organization.
1.2. For other Users: Facility to (i) create and maintain ‘Ausy Accounts’, (ii) search for Service Provider by name, specialty, and geographical area, or any other criteria that may be developed and made available by Ausy, (iii) to make appointments with Service Providers, (iv) to consult online with Ausy service team (v) Download brochures / magazines / prescription pad / consumer guide for hearing aid maintenance and (vi) apply for jobs as listed by service providers
The Services may change from time to time, at the sole discretion of Ausy, and the Agreement will apply to your visit to and your use of the Website to avail the Service,as well as to all information provided by you on the Website at any given point in time.
Ausy reserve the right to modify or terminate any portion of the Agreement for any reason and at any time, You should read the Agreement at regular intervals. Your use of the Website following any such modification constitutes your agreement to follow and be bound by the Agreement so modified.
You acknowledge that you will be bound by this Agreement for availing any of the Services offered by us. If you do not agree with any part of the Agreement, please do not use the Website or avail any Services.
Your access to use of the Website and the Services will be solely at the discretion of Ausy
2. CONDITIONS OF USE
You must be 18 years of age or older to register, use the Services, or visit or use the Website in any manner. By registering, visiting and using the Website or accepting this Agreement, you represent and warrant to Ausy that you are 18 years of age or older, and that you have the right, authority and capacity to use the Website and the Services available through the Website, and agree to and abide by this Agreement.
The terms in this Clause 3 are applicable only to Users other than Service Providers
3.1. END-USER ACCOUNT AND DATA PRIVACY
3.1.1. Ausy may by its Services, collect information relating to the devices through which you access the Website, and anonymous data of your usage. The collected information will be used only for improving the quality of Ausy’s services and to build new services.
3.1.2. The Website allows Ausy to have access to registered Users’ personal email or phone number, for communication purpose so as to provide you a better way of booking appointments, online discussions, house visits and for obtaining feedback in relation to the Service Providers and their practice.
3.1.3. Ausy shall not be responsible in any manner for the authenticity of the personal information or sensitive personal data or information supplied by the User to Ausy or to any other person acting on behalf of Ausy.
3.1.4. The User is responsible for maintaining the confidentiality of the User’s account access information and password, if the User is registered on the Website. The User shall be responsible for all usage of the User’s account and password, whether or not authorized by the User. The User shall immediately notify Ausy of any actual or suspected unauthorized use of the User’s account or password. Although Ausy will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Ausy or such other parties as the case may be, due to any unauthorized use of your account.
3.1.5. If a User provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Ausy has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ausy has the right to discontinue the Services to the User at its sole discretion.
3.1.6. Ausy may use such information collected from the Users from time to time for the purposes of debugging customer support related issues.
3.2. RELEVANCE ALGORITHM
3.2.1. Ausy’s relevance algorithm for the Service Providers is a fully automated system that lists the Service provider, their profile and information regarding their Practice on its Website. These listings of Service provider do not represent any fixed objective ranking or endorsement by Ausy. Ausy will not be liable for any change in the relevance of the Service Providers on search results, which may take place from time to time. The listing of Service Providers will be based on automated computation of the various factors including inputs made by the Users including their comments and feedback. Such factors may change from time to time, in order to improve the listing algorithm. Ausy in no event will be held responsible for the accuracy and the relevancy of the listing order of the Service Providers on the Website.
3.3. LISTING CONTENT AND DISSEMINATING INFORMATION
3.3.1. Ausy collects, directly or indirectly, and displays on the Website, relevant information regarding the profile and practice of the Service Providers listed on the Website, such as their specialization, qualification, fees, location, visiting hours, and similar details. Ausy takes reasonable efforts to ensure that such information is updated at frequent intervals. Although Ausy screens and vets the information and photos submitted by the Service Provider, it cannot be held liable for any inaccuracies or incompleteness represented from it, despite such reasonable efforts.
3.3.2. The Services provided by Ausy or any of its Affiliates or service providers are provided on an “as is” and “as available’ basis, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). Ausy does not provide or make any representation, warranty or guarantee, express or implied about the Website or the Services. Ausy does not guarantee the accuracy or completeness of any content or information provided by Users on the Website. To the fullest extent permitted by law, Ausy disclaims all liability arising out of the User’s use or reliance upon the Website, the Services, representations and warranties made by other Users, the content or information provided by the Users on the Website, or any opinion or suggestion given or expressed by Ausy or any User in relation to any User or services provided by such User.
3.3.3. The Website may be linked to the website of third parties, affiliates and business partners. Ausy has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such websites or made available by/through our Website. Inclusion of any link on the Website does not imply that Ausy endorses the linked site. User may use the links and these services at User’s own risk.
3.3.4. Ausy assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect User’s equipment on account of User’s access to, use of, or browsing the Website or the downloading of any material, data, text, images, video content, or audio content from the Website. If a User is dissatisfied with the Website, User’s sole remedy is to discontinue using the Website.
3.3.5. If Ausy determines that you have provided fraudulent, inaccurate, or incomplete information, including through reviews, appointment booking, house visits, online discussion, Ausy reserves the right to immediately suspend your access to the Website or any of your accounts with Ausy and makes such declaration on the website alongside your name/your clinic’s name as determined by Ausy for the protection of its business and in the interests of Users. You shall be liable to indemnify Ausy for any losses incurred as a result of your misrepresentations or fraudulent information that has adversely affected Ausy or its Users.
3.4. AUSY APPOINTMENTS
3.4.1. Ausy enables Users to connect with Service Providers via Book appointment / Ausy appointment facility that allows Users book an appointment through the Website;
3.4.2. Ausy will ensure Users are provided confirmed appointment on the Ausy appointment facility. However, Ausy has no liability if such an appointment is later cancelled by the service provider, or the same service provider is not available for appointment.
3.4.3. In case of a ‘Patient-No-Show’,where the User does not show-up at the concerned Service Providers clinic, User’s account will be temporarily disabled from booking further online appointments on ausyresolutions.com for next three (3) months.
3.5. AUSY FINDER
3.5.1. The results of any search Users perform on the Website under the section Ausy Finder for service providers should not be construed as an endorsement by Ausy of any such particular service provider. If the user decides to engage with a service provider to seek medical services, the User shall be doing so at his/her own risk.
3.5.2. Without prejudice to the generality of the above, Ausy except at its Head Office and as updated in the websites contact page https://www.ausyresolutions.com/contact, is not involved in providing any healthcare or medical advice or diagnosis and hence is not responsible for any interactions between User and the Service Provider. User understands and agrees that Ausy will not be liable for:
- User interactions and associated issues User has with the Service Provider;
- The ability or intent of the Service Provider(s) or the lack of it, in fulfilling their obligations towards Users;
- Any wrong medication or quality of treatment being given by the Service Provider(s), or any medical negligence on part of the Service Provider(s);
- Inappropriate treatment, or similar difficulties or any type of inconvenience suffered by the User due to a failure on the part of the Service Providers to provide agreed Services;
- Any misconduct or inappropriate behavior by the Service Providers or the Service Provider’s staff;
- Cancellation or no show by the Service Provider or rescheduling of booked appointment or any variation in the fees charged;
3.5.3. Users are allowed to provide feedback about their experiences with the Service Provider under individual listings of service provider, however, the User shall ensure that, the same is provided in accordance with applicable law. User however understands that, Ausy shall not be obliged to act in such manner as may be required to give effect to the content of Users feedback, such as suggestions for delisting of a particular Service Provider from the Website.
3.5.4. Ausy is not responsible for verifying the accuracy or incompleteness of User details provided by Service Providers and shall not be liable for any errors in the same.
3.6. NO DOCTOR/SERVICE PROVIDER – PATIENT RELATIONSHIP; NOT FOR EMERGENCY USE
3.6.1. Please note that some of the content, text, data, graphics, images, information, suggestions, guidance, and other material (collectively, “Information”) that may be available on the Website (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession. The provision of such Information does not create a licensed medical professional/patient relationship, between Ausy and you and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition, but is only provided to assist you with locating appropriate medical care from a qualified Service Provider.
3.6.2. It is hereby expressly clarified that, the Information that you obtain or receive from Ausy, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise on the Website is for informational purposes only. We make no guarantees, representations or warranties, whether expressed or implied, with respect to professional qualifications, quality of work, expertise or other information provided on the Website. In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on such information.
3.6.3. The Services are not intended to be a substitute for getting in touch with emergency healthcare / Surgery. If you are an End-User facing a medical emergency (either on your or a another person’s behalf), please contact an ambulance service or hospital directly.
3.7. AUSY DISCUSSIONS
3.7.1. Ausy Discussions is a feature on the wesbite that enables Users to connect with Ausy professional of related stream (Audiologist/Speech- Language Pathologist/Occupational Therapist) to analyze your hearing & speech condition and suggest recommendations accordingly.
3.7.2. The discussion shall begin with a basic set of questionnaire that the user has to answer based on selected stream for discussion. The users answer to the questionnaire will be transferred to Ausy Professional and requried recommendation will be communicated to the user via phone-call or email.
3.7.3. Ausy is not liable, if for any reason the follow-up Phone-call or Email or SMS are not delivered to the User(s), or are delivered late or not accessed, despite its best efforts. While Ausy will endeavor to take all reasonable steps through its dedicated support team to resolve any technical or operational difficulties for the delivery of the recommended suggestions to the User(s), Ausy makes no promise or guarantee for any uninterrupted mode of communication.
3.7.4. Ausy Discussions is a platform being made available to Users to assist them to obtain consultation from Ausy Professionals and does not intend to replace the physical consultation with the Practitioner or Service Provider.
3.8. AUSY VISITS
3.8.1. Ausy visits is an exclusive house visit service made available for categories under the House visit section in the website. Ausy has rights to incur service charge for the house visits requested by the user. The house visit charge shall vary from user to user and this is purely based on travel distance, amount of time consumed for house visit and category selected for house visit. It is Ausy’s discretion to provide the house visit on a discounted basis or free charge based on seasonal offers as and when implemented.
3.8.2. The User agrees to provide the right contact details with the service seekers residential address. The user agrees not to infringe or provide fake details in the Ausy visits contact form. Ausy reserves the right to cancel any house visits without prior notification to the user. The user agrees to absolve Ausy from and indemnify Ausy against all claims that may rise as a result of any legal, medical or financial claim arising from the nature of treatment and conduct exhibited by the Ausy professional during a house visit.
3.9. AUSY JOBS
3.9.1. Ausy Jobs is a platform structured and created to display Job vacancies in various hospitals, clinics & medical product dispensing units as listed by registered users of Ausy. It is the Job seekers responsibility to ensure the reliability of such information displayed in Ausy Jobs. Ausy has no control on the legitimacy or vacancy of information stated under this section. It is the job seekers responsibility to ensure the legitimacy or vacancy of listed information. Ausy shall not be held responsible for salary, working hours, job nature or such Job related information provided under Jobs section of the website. It is under the Job seekers discretion to apply for listed job vacancies. Ausy is neither related nor provides guarantee for listed Job vacancies.
3.10. CONTENT OWNERSHIP AND COPYRIGHT CONDITIONS OF ACCESS
3.10.1. The contents listed on the Website are (i) User generated content, or (ii) belong to Ausy. The information that is collected by Ausy directly or indirectly from the End- Users and the Service Providers shall belong to Ausy. Copying of the copyrighted content published by Ausy on the Website for any commercial purpose or for the purpose of earning profit will be a violation of copyright and Ausy reserves its rights under applicable law accordingly.
3.10.2. Ausy authorizes the User to view and access the content available on or from the Website including the Downloads from the website solely for ordering, receiving, delivering and communicating only as per this Agreement. The contents of the Website, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Website are the property of Ausy and are protected under copyright, trademark and other laws. User shall not modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in website in any way for any public or commercial purpose or for personal gain.
3.10.3. User shall not access the Ausy Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
3.11.2. You are solely responsible for the content that you choose to submit for publication on the Website, including any feedback, ratings, or reviews (“Critical Content”) relating to Service Providers or other healthcare professionals. The role of Ausy in publishing Critical Content is restricted to that of an ‘intermediary’ under the Information Technology Act, 2000. Ausy disclaims all responsibility with respect to the content of Critical Content, and its role with respect to such content is restricted to its obligations as an ‘intermediary’ under the said Act. Ausy shall not be liable to pay any consideration to any User for re-publishing any content across any of its platforms.
The terms in this Clause 4 are applicable only to Service Providers.
4.1. LISTING POLICY
4.1.1. Ausy, directly and indirectly, collects information regarding the service providers’ profiles, contact details, and practice. The collected information of service providers is listed in Ausy Finder. Ausy reserves the right to take down any Service Provider’s profile as well as the right to display the profile of the Service Providers, with or without notice to the concerned Service Provider. This information is collected for the purpose of facilitating interaction with the End-Users and other Users. If any information displayed on the Website in connection with you and your profile is found to be incorrect, you are required to inform Ausy immediately to enable Ausy to make the necessary amendments.
4.1.2. Ausy shall not be liable and responsible for the ranking of the Service
Providers on external websites and search engines.
4.1.4. Ausy reserves the right to remove any abusive or inappropriate or promotional content added on the Website. However, Ausy shall not be liable if any inactive, inaccurate, fraudulent, or non- existent profiles of Service Providers are added to the Website.
4.1.5. Service Providers explicitly agree that Ausy reserves the right to publish the Content provided by Service Providers to a third party including content platforms.
4.1.6. When you are listed on www.ausyresolutions.com, Ausy collects the email, clinical address and contact number of service providers. Ausy reserve rights to promote and share your clinical details to End-Users without any prior consent from the service provider.
4.1.8. You as a Service Provider hereby represent and warrant that you will use the Services in accordance with applicable law. Any contravention of applicable law as a result of your use of these Services is your sole responsibility, and Ausy accepts no liability for the same.
4.2. PROFILE OWNERSHIP AND EDITING RIGHTS
4.2.1. Ausy ensures easy access to the Service Providers by providing an easy interface to login and update your profile information in the website. Ausy reserves the right of ownership of all the Service Providers profile and photographs and to moderate the changes or updates requested by Service Providers. However, Ausy takes the independent decision whether to publish or reject the requests submitted for the respective changes or updates. You hereby represent and warrant that you are fully entitled under law to upload all content uploaded by you as part of your
profile or otherwise while using Ausy’s services, and that no such content breaches any third party rights, including intellectual property rights. Upon becoming aware of a breach of the foregoing representation, Ausy may modify or delete parts of your profile information at its sole discretion with or without notice to you.
4.3. REVIEWS DISPLAY RIGHTS OF AUSY
4.3.1. Ausy reserves the right to collect reviews from End Users for listed Service Providers.
4.3.2. Ausy shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all Critical/negative Content from any Service, except as required by applicable law.
4.3.3. You understand that by using the Services you may be exposed to Critical Content or other content that you may find offensive or objectionable. Ausy shall not be liable for any effect on Service Providers business due to Critical Content of a negative nature. In these respects, you may use the Service at your own risk.
4.3.4. If Ausy determines that you have provided inaccurate information or enabled fraudulent reviews, Ausy reserves the right to immediately suspend any of your accounts with Ausy and makes such declaration on the website alongside your name/your clinics name as determined by Ausy for the protection of its business and in the interests of Users.
4.4. RELEVANCE ALGORITHM
4.4.1. Ausy has designed the relevance algorithm in the best interest of the End-User and may adjust the relevance algorithm from time to time to improve the quality of the results given to the patients. It is a pure merit driven, proprietary algorithm which cannot be altered for specific Service Providers. Ausy shall not be liable for any effect on the Service Providers business interests due to the change in the Relevance Algorithm.
4.5. INDEPENDENT SERVICES
4.5.1. Your use of each Service confers upon you only the rights and obligations relating to such Service, and not to any other service that may be provided by Ausy.
4.6. AUSY ADS
4.6.1. Ausy reserves the rights to display sponsored ads on the Website. These ads would be marked as “Sponsored ads”. Without prejudice to the status of other content, Ausy will not be liable for the accuracy of information or the claims made in the Sponsored ads. Ausy does not encourage the Users to visit the Sponsored ads page or to avail any services from them.
Ausy will not be liable for the services of the providers of the Sponsored ads.
4.6.2. You represent and warrant that you will use these Services in accordance with applicable law. Any contravention of applicable law as a result of your use of these Services is your sole responsibility, and Ausy accepts no liability for the same.
4.7. AUSY APPOINTMENTS
4.7.1. It is mandatory that the User meets the same Service Provider with whom the appointment has been confirmed on the date of appointment. Service Provider shall refrain from having the User see a fellow-Service Provider.
4.7.2. The Service Provider shall communicate to the End User about any expected delay/cancellation at least two (2) hours prior to the scheduled time of appointment.
4.7.3. Non-compliance by the Service Provider of the Clauses 4.7.1 and 4.7.2, hereunder shall lead to poor patient experience and Ausy may in such instances take the step of including, but not limited to: (a) withdrawal of the Book Appointment facility indefinitely; and/or (b) change in the listing order of the Service Provider on the Website.
4.7.4. Service Provider understands that, Ausy shall not be liable, under any event, for any comments or reviews given by any of the Users in relation to the Services provided by Service Provider. The option of publishing or modifying or moderating or masking (where required by law or norm etc.) the reviews provided by Users shall be solely at the discretion of Ausy.
5. RIGHTS AND OBLIGATIONS RELATING TO CONTENT
5.1. As mandated by Regulation, Ausy hereby informs Users that they are not permitted to host, display, upload, modify, publish, transmit, update or share any information that:
5.1.1. Belongs to another person and to which the User does not have any right to;
5.1.2. Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
5.1.3. Harm minors in any way;
5.1.4. Infringes any patent, trademark, copyright or other proprietary rights;
5.1.5. Violates any law for the time being in force;
5.1.6. Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
5.1.7. Impersonate another person;
5.1.8. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
5.1.9. Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
5.2. Users are also prohibited from:
5.2.1. Violating or attempting to violate the integrity or security of the Website or any Ausy Content;
5.2.2. Transmitting any information (including job posts, messages and hyperlinks) on or through the Website that is disruptive or competitive to the provision of Services by Ausy;
5.2.3. Intentionally submitting on the Website any incomplete, false or inaccurate information;
5.2.4. Making any unsolicited communications to other Users;
5.2.5. Using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Website;
5.2.6. Attempting to decipher, decompile, disassemble or reverse engineer any part of the Website;
5.2.7. Copying or duplicating in any manner any of the Ausy Content or other information available from the Website;
5.2.8. Framing or hot linking or deep linking any Ausy Content.
5.2.9. Circumventing or disabling any digital rights management, usage rules, or other security features of the Software.
5.4. Ausy may disclose or transfer User-generated information to its affiliates or governmental authorities in such manner as permitted or required by applicable law, and you hereby consent to such transfer.
5.5. Ausy respects the intellectual property rights of others and we do not hold any responsibility for any violations of any intellectual property rights
6.1. Ausy reserves the right to suspend or terminate a User’s access to the Website and the Services with or without notice and to exercise any other remedy available under law, in cases where,
6.1.1. Such User breaches any terms and conditions of the Agreement;
6.1.2. A third party reports violation of any of its right as a result of your use of the Services;
6.1.3. Ausy is unable to verify or authenticate any information provide to Ausy by a User;
6.1.4. Ausy has reasonable grounds for suspecting any illegal, fraudulent or abusive activity on part of such User; or
6.1.5. Ausy believes in its sole discretion that User’s actions may cause legal liability for such User, other Users or for Ausy or are contrary to the interests of the Website.
7. LIMITATION OF LIABILITY
7.1. In no event, including but not limited to negligence, shall Ausy, or any of its directors, officers, employees, agents or content or service providers (collectively called as “protected entity”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Website or the content, materials and functions related thereto, the Services, User’s provision of information via the Website, lost business or lost End- Users, even if such Protected Entity has been advised of the possibility of such damages. In no event shall the Protected Entities be liable for:
7.1.1. Provision of or failure to provide all or any service by Service Providers to End- Users contacted or managed through the Website;
7.1.2. Any content posted, transmitted, exchanged or received by or on behalf of any User or other person on or through the Website;
7.1.3. Any unauthorized access to or alteration of your transmissions or data;
7.1.4. Any other matter relating to the Website or the Service.
8. RETENTION AND REMOVAL
8.1. Ausy may retain such information collected from Users from its Website or Services for as long as necessary, depending on the type of information; purpose, means and modes of usage of such information; Computer web server logs may be preserved as long as administratively necessary.
9. APPLICABLE LAW AND DISPUTE SETTLEMENT
9.1. You agree that this Agreement and any contractual obligation between Ausy and User will be governed by the laws of India.
9.2. Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, or your use of the Website or the Services or information to which it gives access, shall be determined by arbitration in India, before a sole arbitrator appointed by Ausy. Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The seat of such arbitration shall be Chennai. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. The award shall be final and binding on the parties to the dispute.
9.3. Subject to the above Clause 9.2, the courts at Chennai shall have exclusive jurisdiction over any disputes arising out of or in relation to this Agreement, your use of the Website or the Services or the information to which it gives access.
10.1. If a User has any questions concerning Ausy, the Website, this Agreement, the Services, or anything related to any of the foregoing, Ausy customer support can be reached at the following email address: firstname.lastname@example.org or via the contact information available from the following hyperlink: www.ausyresolutions.com/contact.
11.1. If any provision of the Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event, the Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.
12.1. No provision of this Agreement shall be deemed to be waived and no breach excused, unless such waiver or consent shall be in writing and signed by Ausy. Any consent by Ausy to, or a waiver by Ausy of any breach by you, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.