LAST UPDATED ON: 1st May, 2023

Terms of Use

THESE TERMS GOVERNS CUSTOMER’S SUBSCRIPTION AND USE OF ZUDDL SERVICES PURSUANT TO AN ORDER FORM SIGNED BETWEEN THE PARTIES (TOGETHER, THE “AGREEMENT”). CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

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IF CUSTOMER REGISTERS FOR A FREE TRIAL OF ZUDDL SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

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BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT, AND CONFIRMS THAT THE CUSTOMER IS COMPETENT TO CONTRACT UNDER THE APPLICABLE LAWS AND REPRESENTS, WARRANTS, AND AGREES THAT IT HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND TO THE TERMS OF THIS AGREEMENT AND TO ANY ADDITIONAL GUIDELINES, RESTRICTIONS, OR RULES THAT MAY BE POSTED IN CONNECTION WITH SPECIFIC SECTIONS OR SERVICES PURSUANT TO THE USE/ACCESS OF THE PLATFORM. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF THE CUSTOMER, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE CUSTOMER AND/OR ITS AFFILIATES (AS APPLICABLE), IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO AND INCLUDE SUCH INDIVIDUAL AND THE CUSTOMER. 

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This Agreement is effective between Subscriber (defined below) and Company (defined below) as of the date of Subscriber’s accepting this Agreement and/or Order Form, in the manner set out above (“Effective Date”).

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The Company and the Subscriber are collectively referred to as “Parties” and individually referred to as “Party”.

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The Company has developed a proprietary virtual event Platform (defined below) which allows companies to host branded conferences online. The Subscriber/Customer wishes to subscribe and use the Platform as hereunder.

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NOW THEREFORE, the Parties agree as follows:

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1. DEFINITIONS.

1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means either: (a) ownership ans/or control of more than 50% of the voting interests of the subject entity; and/or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

2. “Agreement” means the relevant Order Form read with these terms, together with the schedules and annexures attached hereto, as amended, supplemented, replaced or otherwise modified from time to time, and including any other document which amends, supplements, replaces or otherwise modifies this Agreement.

3. “Company” means Joyn Experiences Inc and its affiliates (“Zuddl” “we”, “us” or “our”), a company incorporated under the laws of Delaware, USA, with its registered office at 2529, Las Palmas, Lane, Plano, Texas 75075. The Company shall, unless repugnant to the meaning and context thereof, be deemed to mean and include its successors, Affiliates and assigns. 

4. “Customer” or “Subscriber” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

5. “Documentation” means technical documentation (as updated from time to time) for the access and use of the Platform and/or Services, including but not limited to the documentation available at https://zuddl.freshdesk.com/support/home.

6. “Intellectual Property Rights” or “IPR” means patents, trademarks, source code, service marks, trade names, registered and unregistered designs, trade or business names, copyright, database rights, design rights, rights in confidential information, and any other intellectual property rights regardless of registration, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which exist now or will in the future exist in any part of the world.

7. “Order Form” means a document or order entered into between the Parties for Subscription to the Services or entered between the Subscriber and any of the Company’s Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

8. “Personal Data” shall mean and include all the variable of “personal information”; “personal data”; “personally identifiable information”, or such other similar expressions; the information identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name and such other information as defined under the applicable privacy or data security laws; 

9. “Platform” means the proprietary virtual event platform developed and promoted by the Company.

10. “Services” means the grant of a limited right by the Company to the Subscriber, to access and use the Platform during the term of the Subscription as more specifically set out in the relevant Order Form/s.

11. “Service Data” means any and all data (other than Subscriber Data) relating to, either directly or indirectly, the operation, support and/or Subscriber’s use of the Platform including but not limited to access logs.

12. “Subscriber Data” means all data (including all text, sound, video, image files, and other content of any kind or nature) that is made available to the Company in the process of making the Platform available to the Subscriber and its End Users.

13. “Term” means the term or tenure of the Subscription for provision of the Services, as agreed to pursuant to an Order Form.

14. “Territory” means the territory (if any) as agreed to in an Order Form.

15. “Users” or “End Users” means the Subscriber, its employees, consultants, agents and/or any other representatives or stakeholders or any other persons authorised by the Subscriber to access and use the Platform.

2. SUBSCRIPTION AND RIGHTS.

1. The Company, during the relevant Term and for the Territory (if any) set out in the Order Form, grants to the Subscriber and its End Users, a limited, revocable, non-exclusive, non-transferable, non-assignable, and royalty free right to access and use Platform in accordance with the terms of this Agreement and the terms of use, privacy policy, and guidelines available on the Company’s website (“Subscription”).

2.  The Company reserves the right to make and publish bug fixes, software, updates, additional features, enhancements and/or other modifications to the Platform from time to time, provided that the Company will take commercially reasonable measures to notify its customers (including the Subscriber and End Users) of any substantial deprecation or cessation of the Services and/or Platform.

3. The Platform and/or Services shall not be accessed or used for monitoring availability, performance and/or functionality, or for any benchmarking or competitive purposes. In addition to the restriction on granting unauthorized access to the Platform to any third-party without the Company’s prior written consent, the Subscriber agrees not to, directly or indirectly, grant access to the Platform and/or Services to persons engaged in a business similar or competitive to the business of the Company.

4. The Company shall, during the Term, provide maintenance and support services.

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3. PRICING AND PAYMENT TERMS.

1. Implementation and Onboarding Fee. Subscriber agrees to pay the Company a one-time implementation and on-boarding fee as detailed in the Order Form (“Onboarding Fee”).

2. Subscription Fee. In consideration for the payment of the amounts detailed in the relevant Order Form (Subscription Fee”, and together with the Onboarding Fee, collectively “Fees”), the Company will provide the Services and Subscription for the relevant Term. The Subscriber shall be responsible for any applicable taxes and such similar levies and impositions payable with respect to the Fees.

3. Payment. Except as otherwise provided in the applicable Order Form,  the Subscriber shall pay to the Company the entire amount of Fees within thirty (30) calendar days from the date of the relevant invoice, failing which the Company shall be entitled to levy interest on the unpaid amount of Fees at the rate of 1.5% (one   point five percent) per month, or the maximum permitted under applicable law, as well as any costs of collection (including without limitation, costs, expenses, and reasonable attorneys’ fees).  

4. In the event of any dispute invoice, the Subscriber shall notify the Company in writing within 5 (five) days along with the detailed reasons for the disputed Fees. Any undisputed portion of the Fees shall remain payable. The Company shall, within 5 (five) days from the date of the dispute notice either send a revised invoice or seek resolution of the dispute in the manner set out in Clause 15 (Dispute Resolution). In the event of resolution in favor of the Company, the Company shall have the right but not the obligation to levy interest for the duration from the date of the disputed invoice till such resolution, in the manner set out in Clause 3.3 above.

5. Additional Usage. If the Subscriber’s use of Platform exceeds the number of Users and/ or service capacity set out in the Order Form, the Company shall be entitled to raise a separate invoice or include the relevant amount payable for such additional usage in the invoices raised for the Fees, and the Subscriber     agrees to pay such additional fees along with the Fees. Any failure or delay by the Company to raise an invoice for such additional fees shall not constitute a waiver and the Company reserves the right to charge such additional fees anytime during or upon the expiry of the relevant Term.

6. The Company shall be entitled to amend the Fees (or any part thereof) chargeable for the Services at the end of Term. 

7. Notwithstanding anything contained herein, in case the Subscriber fails to make the payment of the Fees or any other amounts payable in terms of this Clause 3, the Company shall be entitled to suspend the Services till the complete payment of the outstanding Fees or other amounts (including any interest levied thereon).

8. The Subscriber shall reimburse the Company for all reasonable costs and expenses incurred by the Company for provision of Services hereunder in addition to the Fees, including any expenses arising out of cancellation.

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4. DATA PROTECTION 

1. In the course of providing the Services, Company may obtain access to Personal Data. Such Personal Data will be considered Confidential Information of the Subscriber and the same shall be protected in terms of this Agreement and as provided under applicable laws. The Subscriber shall remain solely responsible and liable for all approvals, consents and authority to collect, store maintain, process and transfer such Personal Data.

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5. TERM AND TERMINATION

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1. Term. This Agreement is effective from the date mentioned in the Order Form. The Services and Subscription shall be available and remain valid for the Term. The Term maybe extended by the Parties through mutual consent in writing.

2. Termination. Either Party may suspend or terminate this Agreement with immediate effect in the event that: (i) any regulation prohibits Company from providing the Services or operating the Platform in the Territory (if any); or (ii) on providing written notice if the other Party becomes subject to a petition of bankruptcy, or any proceedings related to insolvency, receivership, liquidation in any jurisdiction; or (iii) on providing written notice, the other Party fails to cure a material breach within 30 (thirty) days of receiving detailed description of the breach.

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6. CONSEQUENCES OF TERMINATION

1. On the effective date of termination of this Agreement for any reason: (a) the Subscription shall stand terminated; (b) the Subscriber will ensure that its End Users will discontinue using the Platform either return or destroy, any access keys (if granted); (c) the Subscriber shall, within 7 (seven) days from the effective date of termination,  pay the entire Fees and any other amounts due and payable from it to the Subscriber, including the amount of Fees payable for the Subscription (“Total Dues”). In the event of any delay or failure to pay the Total Dues, the Company shall be entitled to levy shall be interest at the rate of 12% (twelve percent) per annum calculated from the effective date of the termination till the date of complete payment of the Total Dues together with interest, as applicable.

2. The termination of this Agreement shall not affect the respective rights and liabilities of the Parties hereto accrued prior to such termination.

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7. CONFIDENTIAL INFORMATION

1. “Confidential Information” means any information treated as confidential by a Party disclosing the information (the “Disclosing Party”) that is received or acquired by the other Party (the “Receiving Party”) during the Term of this Agreement. The Receiving Party: (i) shall use the Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement; and/ or (ii) shall not disclose Confidential Information to any third party except as expressly provided herein; and/ or (iii) shall not remove or circumvent security or technological safeguards, or any notices or disclaimers provided with Confidential Information.

2. The Receiving Party will treat and keep all Confidential Information of the Disclosing Party as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.

3. The foregoing shall not apply to the extent that:

1. the Receiving Party needs to disclose the Confidential Information of the Disclosing Party   to any of its Affiliates or sub-contractors in order to fulfil its obligations, exercise its rights under this Agreement, provided that such Affiliates or sub-contractors are subject to confidentiality obligations at least as stringent as those contained herein.

2. such Confidential Information is in the public domain at the Effective Date or at a later date comes into the public domain, other than as a result of breach of this Agreement.

3. the Receiving Party obtains or has available such Confidential Information from a source  other than the Disclosing Party without breaching any obligation of confidence.

4. the Receiving Party can show such Confidential Information was independently developed by it otherwise than in connection with this Agreement.

5. that such Confidential Information is required to be disclosed by any applicable law or by  judicial process to any court, tribunal or governmental authority to whose jurisdiction Receiving Party is subject to or with whose instructions it is customary to comply, in which case before the Receiving Party discloses any such Confidential Information, it shall (to the extent practicable and permitted by law) inform the Disclosing Party of the full circumstances thereof and the specific Confidential Information required to be disclosed to enable the Disclosing Party to take appropriate steps (including seeking an injunction or protective or similar order) to avoid or limit disclosure.

4. Notwithstanding anything contained herein 2, either Party may disclose Confidential Information to its users, solicitors, auditors, insurers, accountants or other operational or service-related advisers for the purposes of reporting to or seeking advice (“Authorised Representatives”) only on a need-to-know basis and only to the extent necessary for the performance of the obligations or exercise of the rights under this Agreement. In such circumstances the Disclosing Party shall ensure that every person to   whom disclosure is made pursuant to this Clause 6.4 uses such Confidential Information solely for   such purposes and complies with this Clause 6 to the same extent as if it were a party to this Agreement. The Receiving Party shall however take appropriate steps to cause its Authorized Representatives to be made aware of this Agreement and the obligations of the Receiving Party and  its Authorized Representatives hereunder. Notwithstanding the above, the Receiving Party shall be responsible for any breach of the provisions of this Agreement either by itself or by its Authorized Representatives and shall indemnify the Disclosing Party for such breach by itself or by its Authorized Representatives.

5. The Parties also agree and undertake to absolutely refrain from in any manner directly or indirectly  using, incorporating, modifying, and/or adapting the Confidential Information or creating any derivative works thereof, without express permission of the Disclosing Party. In the event the Party is unsure of the nature of certain information, it undertakes to treat such information as Confidential Information unless specifically informed to the contrary by the Disclosing Party.

6. The Receiving Party acknowledges and agrees that all Confidential Information is and shall remain the property of the Disclosing Party, and the Receiving Party and its Authorized Representatives shall not be entitled to use such Confidential Information or make copies (whether in physical or electronic form) thereof for any purpose (including for personal use) other than as strictly required for the business purpose. Nothing contained in this Agreement shall be construed as granting or conferring any rights either as a Subscriber or otherwise in the Confidential Information.

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8. SUBSCRIBER DATA

1. All rights, title, and interest in the Subscriber Data shall remain with the Subscriber. The Company has no right in   the Subscriber Data, and, except as otherwise provided under this Agreement, the Company will not store, host, use, or distribute any Subscriber Data. The Subscriber Data will reside in and be under the jurisdiction of the Subscriber. It is however clarified that Company shall be entitled to use, track, store, publish, share and utilize Platform usage   information in any manner as it deems   fit to improve and modify the Platform and its features, performance, reliability, and related purposes, provided that such Platform usage information does not include information from which the identity of Subscriber, its Affiliates, or any of its or their Users, products, services can reasonably be identified or derived.

2. Company’s information collection and policies with respect to the privacy of such information are set forth in the privacy policy available at https://www.zuddl.com/privacy-policy.

3. Each Party shall comply with the laws and regulations that affect its business generally and the provision or receipt of the Services pursuant to this Agreement, including any applicable anti-bribery, export control, and privacy laws.

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9. INTELLECTUAL PROPERTY

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1. The Subscriber Data along with all associated rights, remains the property of Subscriber and its Affiliates, and Subscriber and its Affiliates own and retain all right, title and interest, in and to all Intellectual Property Rights in the Subscriber Data, and all copies or portions, and any derivative works thereof.

2. The Platform along with all associated rights, remains the property of Company and its licensors/ assigns. Company and its licensors own and retain all rights, title and interest, in and to the Intellectual Property Rights, in the Platform and all copies or portions, source codes and any derivative works thereof.

3. Suggestions and feedback provided by the Subscriber to the Company relating to the Platform and/or the Services, data pertaining to usage, etc. is proprietary to Company and deemed Confidential Information of the Company, and the Subscriber  provides the Company an irrevocable assignment of all suggestions and feedback.

4. Notwithstanding anything contained herein, if the Subscriber’s use of the Platform hereunder is, or in Company’s opinion is likely to be, enjoined due to any infringement of any third party’s IPR, Company  may, at its sole option and expense: (a) procure for the Subscriber the right to continue using the Platform under the terms of this Agreement; (b) replace or modify the infringing part/s of the Platform so that it is non-infringing and substantially equivalent in function to the enjoined Platform; or (c) if options (a) and (b) above cannot be accomplished despite Company’s reasonable efforts, then Company may terminate the Subscriber’s rights and Company’s obligations hereunder.

5. The Subscriber acknowledges that the Platform and Services are “work” for the purposes of copyright laws and embody valuable, confidential, trade secret information of Company, the development of which requires the expenditure of substantial time and money.

6. All Confidential Information disclosed under this Agreement by the Company, Service Data and the Intellectual Property Rights in Platform shall at all times remain the exclusive property of the Company and the Subscriber shall not have any right, title, claim etc. whatsoever over the same. Further, the Subscriber and shall not reverse engineer, decompile, disassemble, modify, incorporate in any other work, create derivative works, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation, data or Intellectual Property Rights related to Platform. Neither the grant of the Subscription hereunder nor the execution of this Agreement shall be  construed as a grant, express or implied, of transfer, assignment or right to license, sub-license of any right or interest in or to the Confidential Information, Platform or any product, feature and/or service offerings of Platform and/or the Intellectual Property Rights therein.

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10. DISCLAIMER OF WARRANTIES

1. THE PLATFORM IS PROVIDED “AS IS” AND THE COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM IS OR WILL BE ERROR-FREE, WILL MEET SUBSCRIBER’S REQUIREMENTS, OR BE TIMELY OR SECURE. THE SUBSCRIBER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY TO ANY THIRD PARTY. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT ATTRIBUTABLE TO THE COMPANY. HOWEVER, THE COMPANY REPRESENTS AND WARRANTS THAT THE COMPANY SHALL PROVIDE SUBSCRIBER ACCESS TO THE COMPANY PLATFORM IN A PROFESSIONAL, PROMPT AND DILIGENT MANNER CONSISTENT WITH GENERAL INDUSTRY STANDARDS. IN CASE THERE IS ANY ERROR, INTERRUPTION, DEFECT, BUG OR VIRUS IN THE USE OF THE PLATFORM DUE TO ANY  FAULT ON THE COMPANY’S PART, THE COMPANY SHALL TAKE ALL THE REASONABLE STEPS AND ACTIONS, AT ITS OWN EXPENSE, TO ELIMINATE THE SAID DISRUPTION, DEFECT, BUGS, VIRUS OR ERRORS.

2. EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE TO THE SUBSCRIBER IN THE APPLICABLE ZUDDL TERMS AND CONDITIONS, THE COMPANY MAKES NO OTHER WARRANTIES RELATING TO THE SERVICES, EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS AND EXCLUDES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PLATFORM OR THE SERVICES.

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11. INDEMNIFICATION

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1. Each Party (“Indemnifying Party”) shall defend, hold harmless, and indemnify the other Party and its directors, officers, and employees (“Indemnified Party”) from and against all losses, damages, costs, and expenses (including reasonable attorney’s fees) actually incurred by the Indemnified Party, arising out of or as a result of any of the following acts or omissions by the Indemnifying Party during the Term: (i) fraud, gross negligence or willful misconduct; (ii) breach of the representations and warranties contained in this Agreement; (iii) infringement of the Intellectual Property Rights of the Indemnified Party or a third-party; (iv) breach of applicable law; or (v) breach of obligations relating to Subscriber Data and/or Confidential Information. The indemnification rights under this Agreement are independent of, and in addition to, such other rights and remedies each Party may have under this Agreement or under law or in equity or otherwise, including the right to seek injunction, specific performance, rescission, restitution, or other equitable relief, none of which rights or remedies shall be affected or diminished thereby.

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12. LIMITATION OF LIABILITY

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1. In no event shall the Parties or their respective Affiliates be liable for any incidental, direct,  indirect, special and consequential damages, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss. Regardless of the cause or form of the action, each Party’s aggregate liability for actual damages arising out of or related to this Agreement shall be limited to the total amount of the Subscription Fee.

2. The limitation of liability mentioned in Clause 12.1 shall not be applicable in cases of (a) fraud, willful misconduct, or gross negligence; (b) breach of confidentiality obligations; (c) breach or infringement of Intellectual Property Rights; (d) breach of obligations with respect to Subscriber Data (including relating to applicable data privacy laws); or (d) violation of any applicable laws.

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13. REPRESENTATIONS AND WARRANTIES

1. Each Party, in respect of itself, hereby represents and warrants as follows:

1. Organization: It is duly incorporated and validly existing and registered in accordance with the applicable laws.

2. Authority: It has full corporate or other organizational power and authority to execute and deliver, and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by it have been duly and validly authorized by all necessary corporate action.

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3. Binding Effect: This Agreement has been duly executed and delivered by the Party, and constitutes legal, valid, and binding obligations of the Party, enforceable in accordance with its terms.

4. No Violation: The execution, delivery, and performance of this Agreement, will not (i) violate or conflict with any provision of its constitutional documents, (ii) violate or conflict with any applicable law or permit, consents, or authorizations, applicable to the Party, or (iii) constitute a breach of or under any contract, agreement, arrangement, or judgement to which the Party are parties to.

5. No Proceedings: To the knowledge of the Party, except as disclosed in writing, that there is no proceeding or litigation by any person pending or threatened against the Party that would be reasonably likely to result in monetary damages, injunctive relief, or the taking of any other action that would be reasonably expected to (in any of the foregoing cases) impair the ability of the Party to perform its obligations under this Agreement.

6. Consents: It is not required to (i) obtain any authorization, or waiver, of, (ii) make any filing or registration with, or (iii) give any notice to, any authority in connection with or as a condition to the execution, delivery, and performance of this Agreement. 

7. Continuing Obligations: Each Party shall immediately inform the other Party upon any of the aforesaid representations or warranties (as applicable to such Party) becoming true, incorrect, or misleading. 

2. The Company hereby agrees and acknowledges that, notwithstanding anything contained herein, the Services are not intended to provide a guarantee of security, and the Company hereby acknowledges that no security system or data transmitted over the internet can be guaranteed to be 100% secure.

3. All warranties and representations contained in this Agreement, if any, are conditional upon all applicable Fees and any other charges for the Services or any other outstanding amounts having been paid to the Company in full as and when due.

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14. GOVERNING LAW AND JURISDICTION

1. This Agreement shall be governed by the internal law of the contracting State, without regard to conflict of law principles that would result in the application of any other than the law of the State of  Delaware.

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15. DISPUTE RESOLUTION

1. Notwithstanding anything contained in this Agreement to the contrary, the Parties hereby agree that they intend to discharge their obligations in utmost good faith. The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, difference or claim raised, arising out of or in connection with this Agreement including the construction, validity, execution, performance, termination or breach hereof (a “Dispute”). If the Parties are unable to, within 21 (Twenty One) days, to reach a resolution, such Dispute shall be settled by in the manner provided herein below.

2. Each of the Parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the courts in Contracting State, and (ii) subject to service of process in Contracting State. Each Party hereto hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the competent court located in Contracting State, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (b) waives any objection to the laying of venue of any such litigation in the and agrees not to plead or claim in any court that such litigation brought therein has been brought in any inconvenient forum and (c) acknowledges and agrees that any Dispute controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement. The Parties acknowledge and agree that any action arising out of, or related to, this Agreement, the breach or threatened breach of the Agreement, or to enforce its terms shall not be subject to removal to federal court for any reason and each irrevocably waives any such right. Any Party who removes or attempts to remove any action to federal court notwithstanding this Section, shall pay the other his/its reasonable attorneys fees and costs incurred in obtaining a remand of the action to the state courts of the State of Delaware.

3. Each Party hereby agrees to irrevocably waive its right to a jury trial in any action, proceeding or counterclaim, whether in contract, statute, tort (including negligence) or otherwise, relating to this Agreement or the subject matter hereof.

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16. GENERAL

1. Survival. Except as otherwise provided in this Agreement, the following will survive termination of this Agreement: Clause 1 (Definitions), Clause 5 (Term and Termination), Clause 7 (Confidential Information), Clause 10 (Warranty), Clause 11 (Indemnification), and Clause 16 (General).

2. Marketing. Notwithstanding anything to the contrary contained herein, the Company may disclose that the Subscriber as a customer of Company and use Subscriber’s name and logo for sales and marketing materials on the condition that Company complies with all applicable branding guidelines of Subscriber.

3. Entire Agreement. The Order Form and the Agreement constitute the entire agreement and understanding between the Parties with respect to the subject matter of the Agreement, and  supersede all prior communication made between the Parties, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in  writing and signed by both the Parties. For avoidance of doubt, it is clarified that the references to the term “Agreement” in the main body shall, where relevant, deem to include the “Order Form”. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any attachment, exhibit, addendum, or Order Form, the terms of such attachment, exhibit, addendum or Order Form shall prevail.

4. Severability. If any provision of this Agreement is invalid or unenforceable, the remaining  provisions will remain in full force and effect.

5. Injunctive Relief. It is expressly agreed that a material breach of this Agreement shall cause irreparable harm to either of the Parties and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Parties hereby agrees that the other Party shall be entitled to immediate injunctive relief or other equitable remedies to protect rights under this Agreement without the necessity of posting bond or other security and without the necessity of showing actual monetary damages and neither the Party in breach nor any of its agents shall object  to the entry of such an injunction or other equitable relief whether on the basis of an adequate remedy at law or otherwise.

6. Remedies. The remedies of the Parties under this Agreement and the Order Form are cumulative and shall not exclude any other remedies to which the Parties may be lawfully entitled. No third party will be deemed to be an intended or unintended third-party beneficiary of this Agreement and the Order Form and will have no right to enforce any of the terms of this Agreement or any documents entered into pursuant to it.

7. Waiver. No waiver, modification, or amendment of any term, condition or provision of this Agreement and any Order Form shall be valid, or of any force or effect, unless made in writing, signed by the duly authorized representatives of the Parties hereto, and specifying with particularity the nature and extent of such waiver, modification, or amendment. Any such waiver, modification or amendment in any instance or instances shall, in no event, be construed to be a general waiver, abandonment, modification or amendment of any of the terms, conditions or provisions of this Agreement or any Order Form, but the same shall be strictly limited and restricted to the extent and  occasion specified in such signed writing or writings. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

8. Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either Party without the other Party’s express written  consent (not to be unreasonably withheld or delayed); provided, however, that Company may assign this Agreement and all Order Forms under this Agreement upon written notice without the Subscriber’s consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the non-assigning party, provided that the applicable Affiliate or successor in interest assumes all rights and obligations under this Agreement. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and  inure to the benefit of the Parties, their respective successors, and permitted assigns.

9. Notice. All notices, consents, waivers and any other communications given under this Agreement and the Order Form shall be in writing and shall be deemed effectively given (i) upon personal delivery to the Party to be notified; (ii) when received by confirmed facsimile transmission if received during normal business hours of the recipient on a business day, or if not, then on the next business day; (iii) five (5) days following deposit into the [--] mail (certified mail, return receipt requested); or (iv) one (1) business day after deposit with an internationally recognized overnight courier, with written verification of receipt. Notices shall be delivered or sent to the registered addresses (or to such other address as either Party may notify to the other from time to time)

10. Independent Contractors. The Parties are each independent contractor with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party can bind the other contractually.

11. Successors and Assigns. This Agreement and the Order Form shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Each Party agrees that it  has had the opportunity to review and negotiate this Agreement with an attorney and neither Party shall be considered the drafter of this Agreement.

12. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with applicable law (including without limitation the U.S. Federal ESIGN Act of 2000), e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly  delivered and be valid and effective for all purposes.

13. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a Party including but not limited to computer related attacks, hacking, outbreak of an epidemic, war, acts of God, acts of government, or acts of terrorism (a “Force Majeure Event”), the Party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.

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