If you are granted access to the materials granted (as defined below) pursuant to a separate subscription and licensing agreement between an institution or entity and Wolters Kluwer UpToDate, Inc. (“UPTODATE” and this agreement, the “Master Convention”), your subscription period is defined as in the executive contract and is subject to all the terms of the contract. 5. UPGRADES: The terms and conditions of this Agreement govern all upgrades provided by UPTODATE at its sole discretion, replacing and/or completing the original authorized equipment, unless such an upgrade is accompanied by an additional subscription and license agreement, in which case the terms of this Agreement apply. To the extent that the components of the materials conceded are provided as part of a package, they should not be separated from the bundle and distributed as separate applications. 19. GENERAL: If, for whatever reason, a provision of this agreement is found to be invalid or unenforceable by a competent court under the existing legislation, that provision is deemed omitted and the other provisions remain fully in force. This agreement can only be amended in writing, approved by UPTODATE. No omission or delay on the part of UPTODATE in exercising a right, remedy, power or privilege between the parties may act as a waiver of that right or the exercise of another right, remedy, power or privilege. No clause in this contract is deemed to be cancelled by UPTODATE and no violation is accepted unless such a waiver or consent is made in writing and signed by an authorized representative of UPTODATE. No waiver of rights or consent to a violation constitutes a waiver of other rights or consent to another violation. This Agreement and all disputes arising from or related to this Treaty are governed by the laws of the State of New York, including its statutes of limitations, and are governed by the laws of the State of New York, including its statutes of limitations, and are governed and enforced by those statutes, regardless of laws or statutory provisions that require or permit the application of the material law of another jurisdiction.