LAST UPDATED: Jan 1, 2018
Thank you for visiting our mobile application and our website. PLEASE READ THESE TERMS BEFORE USING OUR SITES AS THEY AFFECT YOUR LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, THE MANDATORY ARBITRATION PROVISIONS.
- Hospitality Providers. EAZYO has entered into agreements with independent third-party hospitality providers (“Providers”) that will provide food, beverage, products and delivery services (collectively “Provider Services”) to you. These providers operated independently and are required to comply with all federal, state, local laws, regulations and standards pertaining to the Provider Services, including, without limitation, preparation, sale and marketing of food and safety and menu disclosure. EAZYO does not make any guarantees or verifications regarding the Provider Services, including, without limitation, the quality of Provider Services, and is not responsible for a Provider’s failure to comply with any representations, laws or regulations.
- Payments. By making a payment through the Service, you agree that you are capable of forming a binding agreement with EAZYO and the authorized holder of the credit card used for Payments. Further, you hereby authorize EAZYO to accept and process all online payments through the Service in the manner described herein. All payments will be processed through an independent credit card processor and payment gateway. By making a payment, you agree not to use an invalid or unauthorized credit card, and that all purchase amounts will be charged to the credit card on file.
- Registered Users. In order to use the Service and in consideration of using the Service you must become a registered user of the Service and share personal information. Becoming a registered user requires the creation of a user account (“Account”), including the selection of a user name and password, and the submittal of personal information that can be used to identify you, including, but not limited to, your name, email address, phone number, address, your credit card number and/or credit card security number, account information, and demographic information such as your gender, date of birth and country of origin (“User Account Information”). You hereby agree that all User Account Information will be current, complete and accurate and kept up to date on a prompt, timely basis. You further agree that you shall be solely responsible for keeping your Account, including your user name and password confidential and safe, and you shall be solely responsible for all activities (by you or others) that occur under your Account and username and password. You agree to notify EAZYO immediately if you become aware of any unauthorized use of your Account or username and password or any other breach of security. EAZYO assumes no liability for any claims, loss or damage resulting from any unauthorized use of your Account or username and password.
- User Content. As a user or visitor of the Service, you may have the opportunity to voluntarily upload, post, or otherwise provide information (both personal or computer) on or relating to the Service including, but not limited to, photos, feedback, videos, opinions, statements, reviews, ratings, advice, comments, data, profile biography, bookmarks, or other information (“User Content.”) You represent that you are the owner of and/or otherwise have the right to transmit the User Content to the Service. You are solely responsible for any User Content that you provide to EAZYO in connection with the use of the Service. EAZYO and its officers, directors, employees, parents, subsidiaries, affiliates, successors, assigns, licensors, licensees, designees, business partners, contractors, agents and representatives (“Released Parties”) do not endorse your User Content and expressly disclaim any and all liability in connection therewith. You further hereby expressly release the Released Parties from, any and all liability for the action of any and all third parties with respect to the User Content. EAZYO reserves the right, but is not obligated, to (1) freely use and exploit the User Content without notice to or approval by or compensation to you; (2) monitor or review your use of the Service at any time; (3) remove User Content from the Service for any reason, including User Content that EAZYO believes violates these Terms; or (4) disclose any information EAZYO believes is necessary to satisfy any law, regulation, or governmental request.
- Grant of License to You. Provided your continue to comply with these Terms (including, but not limited to, payment of any applicable fees and compliance with all license restrictions), EAZYO grants you (i) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use one copy of the App downloaded directly from EAZYO or from a legitimate marketplace (such as the Apple App Store), solely in object code format and solely for your personal use for lawful purposes, on a single compatible mobile device that you own or control; and (ii) permission to access and use the Service, only for your personal use, and solely through the use of a licensed copy of the App.
- Third Party Application Fees. EAZYO does not provide you with the equipment to access or use the Service. You are responsible for all fees charged by third party application providers to access and use the Service. If your device is lost or stolen, you should notify EAZYO immediately to suspend Service.
- Service Availability and Service Content. The Service, all related content and information is provided “as is” with all faults. EAZYO reserves the rights to modify, alter, or discontinue the Service and all related content at any time without notice. Your use of the Service is at your own risk and EAZYO shall not be liable to you or any third party for any such actions.
- Credit Policy. Due to the nature of this Service, orders are considered final as soon as they are placed. Notwithstanding the foregoing and unless prohibited by law, in the event of any error in the amount you were charged for your order, you are required to request a credit directly from the Provider within seven (7) days of your order date. Assuming the Provider approves a credit, EAZYO will electronically credit your account. Failure to notify the Provider of the issue within seven (7) days of your order date waives your right to receive a credit. You hereby acknowledge that you are not entitled to dispute any charge or obtain a credit from EAZYO related to a fraudulent purchase. All such disputes must be addressed and handled directly with your card issuer. You further hereby acknowledge that you are not entitled to dispute any charge or obtain a credit from EAZYO in the event that you fail to order from a Provider in your then current pinned location at the time of your order as shown on the App’s GPS mapping system and to stay in such exact pinned location until receipt of your order. If you did not receive delivery, you must notify the vendor at which the order was placed within 3 hours of placing the order to receive credit or re-delivery.
- Eligibility to Use Service and Limitations on Use. You may only use the Service to order if you are the authorized holder of the credit card used for payment and if you are able to form a legally binding agreement with us under applicable law. The Service is not available to minors (generally persons under the age of 18), without the permission and supervision of a parent or legal guardian and the minor’s parent or legal guardian must read and agree to this Agreement prior to a minor using the Service. Notwithstanding the foregoing, anyone under the age of 13 is prohibited from using the Service. EAZYO does not knowingly collect personally identifiable information from users under the age of 18. Children under the age of 18 should not send any information about themselves to EAZYO.
- Alcoholic Beverages Policy. You must be at least 21 years of age to place an order on the Site for alcoholic beverages. You must present a government-issued identification card evidencing your age to Provider upon delivery. Failure to comply with the terms of this Section 14 shall result in the Provider refusing to serve you such alcoholic beverages and any associated charges will not be refunded. DO NOT ORDER ALCOHOLIC BEVERAGES IF YOU CANNOT PROVE YOUR AGE.
- Acceptable and Lawful Use of Service. By using or accessing the Service, you agree to be bound by these Terms and shall comply with all applicable state, federal, domestic and international laws, statutes, ordinances and regulations regarding your use of the Service and any and all related services. Without limiting the foregoing, you represent and warrant that your User Content and your activities on the Service shall not:
- Violate any state, federal, domestic and international laws, statutes, ordinances or regulations (including, but not limited to, alcohol consumption or consumer protection);
- Be false, fraudulent, inaccurate, deceptive or misleading;
- Create a risk of harm, loss or damage to any person, animal, or property;
- Infringe upon any third party’s Intellectual Property Rights, privacy rights, publicity rights, or other proprietary or personal rights;
- In EAZYO’s sole determination, be hateful, violent, abusive, profane, defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- Be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors; or
- Impersonate another person or entity.
You further agree that you shall not:
- Decompile, reverse engineer or disassemble any software or other products or processes accessible through the Service, not to insert any code or product or manipulate the Content of the Service in any way that affects the user’s experience, and not to use any data mining, data gathering or extraction method;
- Intentionally interfere with the servers or networks connected to the Service or to violate any of the procedures, policies or regulations of networks connected to the Service;
- Distribute or post spam, chain letters, advertisements, promotional materials, or solicitations of business;
- Utilize framing techniques to enclose any logo, trademark, service mark, or other mark, without the express advanced written consent of the owner; or
- Reproduce, distribute, publicly display, or publicly perform the Service.
- Disclaimers of Warranties and Limitations of Liability. THE SERVICE AND ITS CONTENT, INCLUDING ALL FEATURES AND FUNCTIONALITIES ASSOCIATED THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICE, SERVICE CONTENT, AND ANY AND ALL SERVICES PROVIDED AT YOUR OWN RISK. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES, AND ANY THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS AND IMPLIED WITH RESPECT TO THE SERVICE, ITS CONTENT, INCLUDING ANY AND ALL USER CONTENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, ACCURACY, COMPLETENESS, OR RELIABILITY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EAZYO OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR OTHERWISE CONSTITUTE A REPRESENTATION BINDING UPON EAZYO OR ITS AFFILIATED PARTIES.
THE RELEASED PARTIES, AND ANY THIRD PARTY SERVICE PROVIDERS, DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT ACCESS TO THE SERVICE, ITS CONTENT, OR ANY PROVIDED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THERE WILL BE NO FAILURES, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER OR SECURITY BREACH OR INTRUSION AND WE DISCLAIM ANY LIABILITY WITH RESPECT THERETO. EAZYO SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS AS DEFINED IN THE APPLICATIONS SECTION ABOVE.
THE RELEASED PARTIS, AND ANY THIRD PARTY SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (JOINTLY OR SEVERALLY) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION TO THESE TERMS, USE OF AND ACCESS TO THE SERVICE, ITS CONTENT, INCLUDING ANY AND ALL USER CONTENT, INCLUDING DAMAGES FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICE, OR THROUGH THIRD PARTY PROVIDERS OR SERVICES LINKED TO THE SERVICE, AND ON ANY THEORY OF LIABILITY OR CAUSE OF ACTION INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, FAILURE OR PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, EVEN IF THERE IS NEGLIGENCE BY EAZYO AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICE, ITS CONTENT, USER CONTENT, OR SERVICES, FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE SHALL BE TO STOP USING THE SERVICE.
Some states do not allow the disclaimer of implied warranties, or the limitation or exclusion of liability for incidental or consequential damages, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
YOU HEREBY RELEASE THE RELEASED PARTIES, AND ANY THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, ITS CONTENT, USER CONTENT, SERVICES, FEATURES, OR FUNCTIONALITIES ASSOCIATED THEREWITH.
- Indemnification. You agree, at your sole expense, to indemnify, defend and hold harmless the Released Parties, their affiliates and subsidiaries, if any, and third party service providers, and each of their respective officers, directors, employees, or agents harmless from and against any and all third-party claims, actions, losses, demands, costs, liabilities, expenses and damages of any kind, including reasonable attorneys’ fees, arising out of or in connection to your breach or alleged breach of these Terms, use or misuse of the Service or Content (including without limitation all User Content), and any or all uses of your User Content by EAZYO or your violation of any applicable law, regulation or the rights of a third party authorized by EAZYO. Your indemnity obligation under this paragraph includes, without limitation, the obligation to reimburse reasonable attorneys’ fees and expenses incurred in connection with any governmental action or investigation relating to your use of the Service. YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU WITHOUT EAZYO’S ADVANCED WRITTEN CONSENT, AND EAZYO RESERVES THE RIGHT, IN ITS SOLE DETERMINATION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY SUCH MATTER.
- Financial Transactions. You agree to be bound by all federal, state and municipal rules related to the processing of financial transactions for the purposes of which the Service are provided to you as applicable for the State of Florida.
- No Agency; Exception. You and EAZYO are independent contractors, and no agencyship, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this these Terms.
- Electronic Communications. By using our Service, or sending EAZYO emails, you consent to receiving electronic communications from EAZYO including text messages and alerts regarding your use of this Site. You agree that all agreements, notices, disclosures, or other communications that EAZYO provides to you electronically shall satisfy any legal communication requirements, including that such communications be in writing. Electronic communications may be via email, text message or by posting notices on the Service. Standard data and message rates may apply for text message alerts. Please contact your mobile phone carrier for details. If you require assistance, you can call our customer care team at (305) 912-3299.
- Digital Millennium Copyright Act (“DMCA”)/Copyright Infringement. EAZYO respects the intellectual property rights of others and requires all users of the Service to do the same. EAZYO reserves the right to take all appropriate measures to prevent infringing activities on the Service, including but not limited to removing or disabling access to items and/or terminating access to the Service. In the event users of the Service repeatedly infringe upon others’ copyrights, EAZYO may in its sole discretion terminate those users’ rights to use the Service.
In accordance with the Digital Millennium Copyright Act of 1998, EAZYO will respond expeditiously to all claims of alleged copyright infringement. If you are a copyright owner and believe copyright infringement has taken place on or through the Service, please provide written notice to EAZYO’s copyright agent. The notice of alleged copyright infringement must include the following information:
- The physical or electronic signature of the copyright owner, or the person authorized to act on behalf of the copyright owner of the exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if there are multiple copyrighted works covered by a single notification, a representative list of all such works at the Service;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit EAZYO to locate the material;
- Identifying Information including your address, telephone number, and email address at which you may be contacted;
- A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by you, the copyright owner, or its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner of the material allegedly infringed, or are authorized to act on behalf of the copyright owner’s behalf.
The notice shall be submitted to firstname.lastname@example.org via email or in writing at the following address:
EAZYO APP, LLC
ATTN: Copyright Agent
650 West Ave
Miami Beach, FL 33139
- Use of EAZYO Trademarks. The EAZYO logo, and www.eazyoapp.com are registered trademarks or service marks of EAZYO APP LLC. The Service, including but not limited to its graphics, logos, page headers, button icons, scripts and service names constitute trade dress of EAZYO. The trademarks, logos, service marks and trade dress of EAZYO may not be used or reproduced without prior written approval from EAZYO and may not be used in connection with any product or service that is not affiliated with EAZYO, in any manner that is likely to cause confusion among customers, in any manner that dilutes the rights of EAZYO, or in any manner that disparages or discredits EAZYO. All trademarks, logos and service marks that appear on the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by EAZYO, and/or are protected by United States and international copyright laws or other intellectual property laws and treaties. Any images of persons or personalities contained on the Service are not an indication or endorsement of EAZYO or any particular product or our Service unless otherwise indicated.
- Service Ownership. The Service is expressly owned and operated by EAZYO. All content included on the Service including, but not limited to, information, materials, artwork, text, database, graphics, designs, photographs, button icons, images, audio/video clips, digital downloads, data compilations, software and the like (“Content”), is the property of EAZYO, or its affiliates, if any, or is licensed by EAZYO from third-party providers. The Service, including the Content, is protected by U.S. and international intellectual property and proprietary rights, and all other applicable rights are reserved. Content shall not be reproduced or used without express written permission from EAZYO, or its affiliates.
- Suspension or Termination of Use of Service. In additional to all legal remedies available at law and in equity, EAZYO reserves the right, in its sole discretion, to suspend or terminate your current or future access to the Service based upon your violation of these Terms, with or without notice. EAZYO further reserves the right, in its sole discretion, to suspend or terminate any user’s access to or use of the Service from a particular account, device and/or IP address for any reason, with or without notice.
- All claims and disputes arising under or relating to this Agreement, or that in any way relate to your use of the Service and/or other content on the Service are to be settled by binding arbitration. Notwithstanding the foregoing, each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator and shall include a written record of the arbitration hearing. Rights to prehearing exchange of information and appeals may also be limited in arbitration. An award of arbitration may be confirmed in a court of competent jurisdiction. You acknowledge and agree that you and EAZYO are each waiving the right to a trial by jury. You further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and EAZYO otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Arbitration” section will be deemed void. Except as provided herein, this “Arbitration” section will survive any termination of these Terms. You further acknowledge that any claim arising under this Agreement will be brought within one year of its accrual or such claim will be waived.
- The Arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Arbitration” section. (AAA Rules: www.adr.org or 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this Section 26. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. Any such arbitration shall be conducted by an arbitrator that is either a retired judge or an attorney licensed to practice law in the county in which you reside and will be selected by the parties from the AAA’s register of arbitrators experienced in consumer disputes and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. If the parties are unable to agree upon an arbitrator within five (5) business days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
- A party must first send a written notice of the dispute to the other party in order to initiate arbitration, by certified mail to EAZYO, Attn: Arbitration, 650 West Ave Miami Beach FL 33139, or by email from the email address associated with your account to: email@example.com. The notice (“Notice”) must contain the nature and basis of the dispute and the relief sought (“Demand”). You or EAZYO may commence an arbitration proceeding if you and EAZYO, in good faith, are unable to resolve the dispute within thirty (30) days after Notice is received. Neither party may disclose the details of any settlement offers until after the arbitrator makes a final decision and award, if any.
- Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. EAZYO will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, EAZYO will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. In such case, you agree to reimburse EAZYO for all monies previously disbursed by it that are otherwise your obligation to pay under AAA Rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
- The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- EAZYO reserves the right to change this “Arbitration” Section, but any such changes will not apply to disputes arising before the effective date of such amendment. Notwithstanding the provisions of this Section, if EAZYO changes this “Arbitration” Section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Service after such change will be deemed acceptance of those changes. If you do not agree to such change, you may reject any such change by providing EAZYO written notice of such rejection by mail to: EAZYO, Attn: Arbitration, 650 West Ave Miami Beach FL 33139, or by email from the email address associated with your account to: firstname.lastname@example.org within thirty (30) days of the date such change became effective, as indicated in the “Effective” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Arbitration” section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and EAZYO in accordance with the provisions of this “Arbitration” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement, as applicable).
- Applicable Law. By using the Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Florida, without regard to principles of conflict of laws, will govern the Terms and any dispute of any sort that may arise between you and EAZYO.
- Miscellaneous Provisions.
- In the event that one or more provisions of these Terms shall, for any reason, be invalid illegal, or unenforceable, such provision shall be struck and the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect.
- EAZYO may, at any time, without notice to you, assign our rights or delegate our obligations herein. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent.
- You agree that these Terms, and all incorporated policies, set forth the entire understanding and agreement between us with respect to the Service provided hereunder, and no third party beneficiary rights are thereby conferred.
- Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such provision.
- Our failure to act with respect to a breach by you or others does not constitute a waiver of our right to act.
- Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive such termination or expiration.