Legals

Terms of Service / Subscription Agreement

These provisions are contingent upon your (the “Client's”) acceptance, without alterations, of these Terms of Service, as well as any future revisions and procedures that may be periodically published or made accessible to the Client. When a Client utilizes the services on this website (“Services”), these Terms establish a legally binding agreement between the Client and the Company. Our goal has been to make these documents as easily understandable as we can, but in certain instances, due to legal requirements, some of the wording has to be in a more formal legal style.

If you are agreeing to these Terms on behalf of an organization, such as your employer or the company you represent, you confirm and guarantee that you possess the legal authority to act on behalf of and legally bind the said organization. In such a case, the terms "you," "your,""customer," or any related capitalized term in this document will refer to the aforementioned Client entity. Therefore, if you register for the Services using your employer's or an entity's email address, it is important to note and understand that you are considered an authorized representative and/or agent of your employer or the relevant entity.

If you sign up for a Free Trial of this Website, the relevant sections of the Terms will apply to that Free Trial.

Please take the time to carefully review these Terms. By registering for, accessing, browsing, or using the Services in any way, you acknowledge that you have read, comprehended, agreed to, understood, accepted and consent to abide by these Terms in their entirety. If you do not agree to be bound by any of these Terms or generally all the Terms mentioned hereinafter, please refrain from accessing, browsing, or using the Services.

THESE TERMS OF SERVICE ARE TO BE READ MUTATIS-MUTANDIS WITH THE PRIVACY POLICY, TERMS OF USE AND THE SPECIFIC PARTNER BASED AGREEMENTS/ ARRANGEMENTS THAT ARE PUBLISHED OR EXECUTED WITH THE CLIENT AND APPLY TO THE CLIENT. WHILE SOME TERMS FROM THE ABOVEMENTIONED AGREEMENTS AND DOCUMENTS MAY BE REPRODUCED HERE FOR CLARIFICATION PURPOSE, THE RELATIONSHIP BETWEEN THE CLIENT AND THE COMPANY WILL BE GOVERNED THROUGH THE PRIVACY POLICY, TERMS OF USE, AND THESE TERMS, MENTIONED HEREINAFTER.


Definitions

  1. “Affiliates” refers to any legal entity that possesses over 50% of the outstanding shares or securities of that entity, is under the control of, or shares common control with a party.
  2. “Authorized Payment Method” refers to a valid and currently accepted payment method by us, subject to updates over time, and this may encompass payment options associated with a third-party account.
  3. “Client's” refers to an individual or legal entity that has agreed to these Terms with the Company by utilizing the Services.
  4. “Client Data” refers to various forms of data, including images, spreadsheets, text files, and other digital information (but excluding sensitive data, which is not to be provided by the Client).
  5. “Credentials” encompass all access-related information, including usernames, passwords, and any other authentication details, that are either generated by or designated for the Client and its specified Users for the purpose of utilizing the Services.
  6. “Fee” means the payment for using the Services.
  7. “Free Trial” refers to a temporary opportunity to test any aspect of the Services or Plans for a period of 14 (Fourteen) days, under a chosen Plan without incurring the Fee, on a single trial basis.
  8. “Order” refers to the officially sanctioned document or digital subscription procedure through which you indicate your consent to subscribe to the Services.
  9. “Plan” denotes a set of specific criteria governing the usage, features, functionality, and pricing of a particular Service, upon which the Fee is calculated.
  10. “Privacy Policy” means www.relavate.co/legals/privacy-policy
  11. “Sensitive Data” refers to data including credit or debit card details, financial account numbers, government-issued identification numbers (e.g., Social Security or passport numbers), biometric data, personal health information (or any other information safeguarded by relevant health data protection laws), personal data of minors safeguarded by child data protection laws, and any other data or combinations thereof that fall under the category of"special categories of data" as defined by GDPR or any other applicable privacy and data protection laws.
  12. “Subscription Term” shall mean the term for which this subscription has been procured.
  13. “Terms” shall mean this Terms of Use.
  14. “Users” individuals, including your staff, agents, consultants, contractors, or representatives, who have been granted permission to use the Service on your behalf and possess distinct user IDs and passwords for accessing the Service.

A. Modification of Terms

The Company has the authority, at its exclusive discretion, to alter, amend, append, or eliminate any sections of the Terms, stated hereinafter, periodically.

Any notification of such changes may be communicated through the changes made to the Website. The Client's ongoing use of the Services implies their acceptance of these Terms and any subsequent modifications that may occur. If the Client does not agree with a modification, they must refrain from using the Services of the Company. However, if the Client continues to use the Company’s Services, or any of its parts or components, after the effective date of a modification, it will be considered as their acceptance of the changes or modifications. Company will not be held responsible to the Client or any third party for any modification, suspension, or discontinuation of the Company’s Services or any of its components.


B. Use of Services

Accessibility

Throughout the Subscription Term, we will grant You the privilege to utilize the Services as outlined in these Terms.

It is solely your responsibility to ensure that all access, utilization, and reception by You adheres to and complies with these Terms. You have the option to extend access and usage of the Services to the Users affiliated with your organization. However, it is crucial that all such access, usage, and receipt by your Users strictly adheres to and complies with the terms of these Terms. You will always remain responsible for ensuring that your Affiliates comply with the terms of these Terms.

Maintenance

The Company will inform the Client in advance of maintenance and time required to undertake upkeep of the Website, in advance.

Changes to the Company’s Services

The Company retains the right to make adjustments to the Company’s Services or any of its components without prior written or oral notice. These adjustments may encompass the following, among other things:

  1. Undertaking changes to the brand’s identity, intellectual property, packaging, or repricing of the Company, at its sole discretion.
  2. Undertake temporary or permanent cessation of specific Services.
  3. Take necessary measures to safeguard Company's rights in response to any use of the Services that might reasonably be seen as infringing upon the Company’s intellectual property rights.
  4. Take necessary measures distributing internet threats such as viruses, worms, Trojan horses, malware, or engaging in other harmful or illegal activities.

License

In accordance with these Terms read with the Privacy Policy, the Company provides Client and its Users with a license that is not exclusive, non-transferable, and cannot be sublicensed. This license allows them to:

  1. Collect, store, and arrange Client Data, in accordance with the Privacy Policy.
  2. Make modifications to and remove Client Data, in accordance with the Privacy Policy.
  3. Personalize the standard Features or functionalities of the Company, in accordance with the Privacy Policy.

Permission to utilize our Services

We provide you with a non-exclusive, royalty-free, revocable, global, non-transferable license to utilize our Services in accordance with these Terms. Any other uses are strictly prohibited without obtaining our prior written consent.

Prohibited Actions

You must refrain from engaging in or attempting any of the following actions while using our Services:

  1. Any activity that violates the law, contravenes any applicable regulations governing our Services, is deemed inappropriate by us, or could potentially harm our reputation or that of our Services.
  2. Actions that breach an individual's privacy (such as uploading private or personal information without the individual's consent) or infringe upon any other legal rights.
  3. Employing our Services to defame, harass, threaten, intimidate, or offend any individual.
  4. Disrupting the experience of any other user on our Services.
  5. Tampering with or altering our Services, knowingly transmitting viruses or other harmful features, or causing damage to or interference with our Services. This encompasses activities such as employing trojan horses, viruses, or pirated software, or using programming routines that may harm or disrupt our Services.
  6. Using our Services, to send unsolicited email messages.
  7. Aiding or facilitating any third party in carrying out any of the aforementioned prohibited acts.

C. Free Trial

A new client can enjoy a Free Trial without the need to provide credit card details. Once the Free Trial period ends, the account will automatically become inactive. To prevent this deactivation or to reactivate the account, the client must choose a Plan and pay the Fee. Failure to pay the Fee pursuant to the end of the time period of the Free Trial grants the Company the authority to permanently delete the account, along with all client data stored within it, as per a time frame which is based on the discretion of the Company.


D. Fees

The usage of Services, excluding those accessed through a Free Trial, incurs a charge, as is mentioned on the Website, correspondingly, based on the plan they choose. When a Client signs up for an account, they must choose a specific plan, each of which has different pricing tiers, as is mentioned on the Website. The corresponding fee is billed in advance either on a monthly or on an annual basis, as is chosen for by the Client. The Company retains the right to adjust the fees for any plan at its discretion, but it will provide a prior notice of 30 (Thirty) days to the Client before making such changes. However, these modifications will only take effect at the beginning of the plan immediately following the current plan term for which the Company has notified the client of the changes. Additionally, by agreeing to subscribe to the Services, the Client also agrees that the Fees is non-refundable and refund requests will not be entertained under any circumstances.

Payment of Fees

For credit card payments, you authorize us to charge your Authorized Payment Method for all fees during the term of your subscription. We are not providing payment gateway services ourselves and accordingly, we may use a third party service provider to process payments on our behalf, with your consent to disclose your payment details to them, for the limited use of processing payments. In cases of failed payment attempts, we may retry billing your Authorized Payment Method. However, if the Authorized Payment Method remains unsuccessful, and your Account remains unpaid, we may suspend access or terminate your account, as per these Terms.

Flexibility to change Plans

Upgrade

The Client has the flexibility to switch between different plans offered by the Company at any time. When the Client chooses a new plan, the Company will automatically charge their credit card with the Fee specified in the new plan for the upcoming payment interval. If the Client decides to upgrade their plan, any unused portion of their prepaid Fees will be credited towards the Fee for the upgraded plan and the unused Fee paid for subscription will accordingly be adjusted for.

Downgrade

If the Client opts to downgrade their Plan after the Plan term has started, this may result in the loss of features, functionality, account capacity, and Client data. Therefore, we advise you to downgrade, solely at your own risk. Additionally, please note that in consonance with our refund policy, there will be no refunds provided to the Client for any price difference between Plans if they choose to downgrade after the Plan term has commenced.

Payment against invoice

For invoice payments, we will invoice when your payment is due.

Payment Information

Keep your business information, Authorized Payment Method, and billing details up-to-date, including tax information. Changes can be made on your billing page within your account. You authorize the Company to continue charging your Authorized Payment Method for fees during your term of subscription. Payment obligations are non-cancelable and non-refundable.

Taxation

All fees are exclusive of taxes, which we will charge where applicable. You agree to pay any taxes related to your use of the Subscription.


E. Payment Mechanism for Fees

This section applies when the Client directly accesses Services from the Company. If the Client acquires access through a Reseller, payment terms are determined by the agreement between the Client and the Reseller.

When using Services, a Fee is applicable. Upon creating an Account, the Client must choose a Plan with different rates. The Fee is charged in advance on a monthly or annual basis. The Fee corresponding to the Plan is mentioned on the Website of the Company.

Company reserves the right to adjust the Fees reasonably, as per its discretion.

The Client authorizes Company to automatically charge Fees after the expiry of the term of the Plan.

All Fees are non-refundable. Illustratively and from a clarification perspective, there will be no reimbursements of any sort whatsoever, for periods when the Client did not or chose to not utilize an otherwise activated account for which an advance Fee payment has been made, or in circumstances where the Client used the account only partially, deactivated the account, terminated these terms during a payment interval, or if the Company terminates or suspends the account as per its policies or discretion.

Late Payment Charges

For delayed payments, Company may charge interest on the overdue amount, with an interest rate of 1% per month or the maximum allowed by local law, whichever is higher.

Disclaimer: No Warranty

Unless explicitly stated by Company, Company Services and related content are provided "as is" and"as available" without warranties, whether statutory, express, or implied. Company and its Affiliates disclaim all warranties, including but not limited to merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, and reliability. They do not guarantee uninterrupted or error-free Services, the correction of defects, or the absence of viruses or harmful components.

Indemnification

The Client agrees to defend, indemnify, and hold Company and its Affiliates including but not limited to its subsidiaries, respective directors, officers, employees and agents, harmless from any claims, losses, damages, including attorney fees and liabilities (“Claims”) arising from their use or misuse of Company Services, representations, violations of these Terms, or infringement of others' rights. The Client also agrees to actively assist and cooperate with the Company for enforcing all such Claims.

Limitation of Liability

Company's and its Affiliates' aggregate liability under these Terms, whether in contract or tort, shall not exceed the total amount paid by the Client for the specific Services within one month preceding the first incident giving rise to liability.

Subject to applicable laws, under no circumstances will the Client or its Affiliates be held liable for any remote damages including but not limited to lost profits, revenues, goodwill, or any indirect, special, incidental, consequential, cover, business interruption, or punitive damages related to these Terms. This applies whether the claim is based on contract or tort, and regardless of the legal theory of liability, even if a Client or a third party has been informed of the potential for such damages or if a party's or its affiliates' remedy otherwise proves ineffective in achieving its fundamental purpose.

The Company hereby clarifies that it will not be bound by the Partner Agreement or any third-party agreement implying a back-to-back indemnity obligation or indemnity arrangement, which places an obligation on the Company, to indemnify the Client or a third party.

Exclusion of Liability in some circumstances

Company will not be held responsible for any consequences resulting from circumstances beyond its control, or where the Company is not directly at fault, or has not acted negligently. These circumstances include but are not limited to the following:

  1. Any changes to these Terms, the Privacy Policy that are made as per the discretion of the Company, modifications or amendments to Services, including errors, temporary or permanent interruptions, discontinuation, suspension, or other forms of unavailability of Services.
  2. The deletion, corruption or failure to store any Client Data.
  3. The data breach caused by any third person.
  4. The client's use of Client Data.
  5. Client-initiated upgrades or downgrades of their current plan.
  6. Any disclosure, loss, or unauthorized use of login credentials due to the Client's failure to maintain their confidentiality.
  7. The Client's use of the Services through web browsers not officially accepted or supported by the Company.
  8. The Company's application of remedies against the client or users, such as when the Client or user engages in criminal activities or violates applicable laws while using the Company’s Services or any part thereof.
  9. Discrepancies between technologies and platforms used for access, for instance, if certain features, functions, parts, or elements of the Company’s Services are designed for use on personal computers or laptops and do not function on mobile platforms or tablets.
  10. The application of remedies by the Company as described in these Terms, even if the reasonable grounds or legal basis for applying these remedies later prove to be unfounded or invalid.
  11. The Company is not a part of any agreement that the Client enters into, with a third party and will accordingly not be liable for any breaches to such third party agreement.
  12. Additionally, the Company and its Affiliates will not be liable to the client for any claims made by any users, individuals, organizations, or third parties against the client due to the client's failure to:
    • (i) Provide accurate information to the Company about the client, users, or the Account.
    • (ii) Notify Company of any reasons why a user may not have the right to use the Account on behalf of the client.
    • (iii) Provide any Services or that the client has agreed to provide to any person or organization, whether such failure is a result of Company's negligence, a breach of these Terms, or otherwise.
    • (iv) Ensure the lawfulness of Client Data.
    • (v) Acquire the necessary rights to use Client Data.
    • (vi) Adhere to any of the restrictions outlined in these Terms.

F. Term and Termination

Term and Renewal

Your initial subscription term is stated in your Order, and unless specified differently, it will automatically renew on the same terms.

Termination by the Client

The Client can terminate this Agreement through any of the following means:

  1. by clicking the cancellation link on the website and confirming their cancellation of using the Company’s Terms
  2. by revoking the billing agreement through a third party payment service provider or payment gateway
  3. revoking a method previously arranged between the Client and the reseller if the Client is paying for the Service through a reseller.

Termination for Cause by the Company

The Company can terminate this Agreement for cause upon thirty (30) days' notice in the following cases:

  1. in the event of a material breach;
  2. immediately upon their being a default in payment of Fees; or
  3. if the Client undergoes insolvency-related proceedings.

Alternatively, the Company can terminate the Services if they decide to discontinue any part of the Services, any feature, or shut down a section of the platform. The Company has the authority to terminate the agreement at any point and for any reason, with the condition that they will refund a proportional amount of unused fees for the remaining term.

Consequences or effects of termination

Upon the conclusion of these Terms and/or the termination of the client's access to Services for any reason the Company will deactivate and permanently delete all Client Data immediately and will not entertain requests for retrieval of Client Data.

If the client has specifically requested an earlier deletion of the Client Data, the Company will fulfill such request within one month of receiving it.

Upon termination, the Client must:

  1. Cease using and prevent any further usage of Services.
  2. Settle any outstanding amounts owed to the Company under these Terms.
  3. Fulfill any outstanding obligations under these Terms, that accrued before termination.

Unless otherwise stated herein, the Client will not be entitled to a refund of any prepaid Fees.

Survival

The following clauses shall remain enforceable post the termination of these Terms, namely Indemnification, Limitation of Liability, Exclusion of Liability in some circumstances, consequences or effects of termination, Suspension, User Credentials, Privacy, Governing Laws and Miscellaneous.

Suspension

The Company may suspend User access without notice for violations of laws, excessive email bounces or SPAM complaints and may also at our discretion, terminate the usage of Services.


G. User Credentials

The Client is responsible for safeguarding the confidentiality of all User Credentials and bears sole responsibility for any activities conducted using these Credentials.

These Credentials should not be shared or used by multiple individuals but may be reassigned to a new User taking the place of a former User who has left employment or changed job roles and no longer requires the Services. The Company reserves the right to terminate the Credentials of any User if there is a reasonable suspicion of unauthorized use or misuse, as determined solely by the Company. In such cases, immediate e notice of the termination will be provided to the Client. The Client must promptly notify the Company of:

  1. Any actual or suspected disclosure, loss, or unauthorized use of Credentials.
  2. When a User leaves the Client's organization.
  3. Changes in a User's role within the Client's organization.
  4. Any termination of a User's access for any reason.
  5. For those experiencing login issues or lacking an account, support can be reached at help@relavate.co.

H. Customer support

If you have any questions or concerns or grievances regarding these Terms, you can contact us at help@relavate.co

Additionally, the Company will offer timely and reasonable technical support to both the Client and its Users, as per due request within a reasonable time.


I. Privacy

Kindly read our privacy policy, here: www.relavate.co/legals/privacy-policy

Representations related to ownership of Client Data

Regarding Client Data, the Client confirms, represents, warrants and assures the following amongst other things:

  1. That the Client either owns their Client Data completely or possesses all necessary authorisations, consents, licenses, rights and permissions, including implied consents, authorisations, rights and permissions to use the Client Data as are intended within the architectural landscape and the features of Services and these Terms.
  2. The Client also has the authority to grant the rights and licenses specified in these Terms.
  3. The Client Data and Company's or any Company licensee's utilization of such Client Data as per these Terms will not: (a) infringe upon, violate, or wrongfully appropriate any third-party rights, including copyrights, trademarks, patents, trade secrets, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary rights, whether registered or unregistered, which involves any third party’s intellectual property rights, copyrights, trademarks, patents, moral rights, confidential information, third party agreements in any form what-so-ever etc; (b) breach any applicable rules, ordinances, promulgations., laws or regulations worldwide; (c) necessitate the Company to obtain a license or pay fees and royalties to any third party for performing any Services the client has opted for or for exercising any rights granted in these Terms, unless otherwise agreed upon between the Client and Company; or (d) require any compliance of the Company with any sector specific laws, like healthcare, insurance, fintech, sexual wellness etc.

No Handling of Sensitive Data

You recognize that the Services are not intended for the processing or handling of sensitive information. Consequently, you commit to refraining from utilizing the Service for the collection, management, or processing of sensitive information. We will not be held liable, and we explicitly disclaim any responsibility, for any consequences arising from your utilization of the Services to collect, process, or manage sensitive information.

Limitation of applicability of certain laws

Since the Services are not designed to handle Sensitive Data or meet the requirements of industry-specific regulations like the Health Insurance Portability and Accountability Act or the Federal Information Security Management Act and other similar sector specific laws. Therefore, you are prohibited from utilizing the Service in situations where your communications would be subject to these laws or where Sensitive Data would be shared. Additionally, you agree to refrain from using the Service in a manner that violates the Gramm-Leach-Bliley Act. It's important to note that the usage restrictions pertaining to Sensitive Information outlined in the Agreement still apply and are not affected by this section.

Limitations related to nature and ownership of Client Data

We have clearly explained the difference between Personally Identifiable Information and Non Personally Identifiable Information in our Privacy Policy here: www.relavate.co/legals/privacy-policy

The Client bears sole responsibility for their Client Data, specifically Client Data which includes any Personally Identifiable Information and the repercussions of posting or sharing it through the Company. If the Client uploads Client Data during the usage of Services, they must ensure that both the Client Data and any processing of it adhere to these Terms and relevant legal regulations, including all global data privacy regulations that may be applicable like California Consumer Privacy Act (referred to in this Privacy Policy as “CCPA”) as amended by the California Privacy Rights Act (“CPRA”), General Data Protection Rules, standard contractual clauses, etc.

The Client is prohibited from using the Service in any way to handle either: (a) Sensitive Information or (b) Client Data that is illegal or violates these Terms. The Company is not obligated to proactively review, monitor, or filter Client Data, or its processing by the Client on a suo-moto basis, to determine whether the Client Data qualifies as Sensitive Information or is unlawful and this discretion is to be exercised solely by the Client or its authorized representatives on a case to case basis. The Company undertakes no liability whatsoever in ensuring that the information or data shared by the Client is Sensitive Information or Personally Identifiable Information. However, if, at its sole discretion, the Company has reasonable grounds to suspect that the client is processing unlawful Client Data or Sensitive Information or that the manner in which it's being processed is unlawful, the Company reserves the right to amongst other actions:

  1. Notify the client of such unlawful Client Data or Sensitive Information.
  2. Refuse its usage within the Company.
  3. Request that the client align its use of the Company’s Services with these Terms and applicable laws.
  4. Temporarily or permanently remove the unlawful Client Data or Sensitive Information from the Company’s Services, limit access to it, or delete it.
  5. If the Company is presented with convincing evidence that the Client Data is not unlawful or Sensitive Information, the Company may, at its sole discretion, restore such Client Data or Sensitive Information that was previously removed from the Services or whose access was restricted.

Other principles related to Client Data

Ownership of the Client Data, whether it's posted or uploaded by the Client or made available through Services, remains with the Client or their respective owners, including users, individuals, and organizations and the end owners in case of individuals and organizations.

By uploading Client Data as per the Plan of the Company, the Client grants the Company the authorization to process the Client Data. The client is obligated to:

Ensure that neither they nor any users associated with the account create, transmit, display, or otherwise make available any Client Data that violates these Terms, the rights of Clients, other clients or users of Services, or any individuals or organizations.

Guarantee that the Client Data is not harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of someone else's privacy, hateful, or in any other way unlawful.

Confirm that both the Client and all users possess the necessary rights to use the Client Data, including inserting it into Services and processing it through the database(s) of the Company.

Rights over anonymized data or Non Personally Identifiable Information

The Client understands, agrees and accepts the difference between Personally Identifiable Information and Non Personally Identifiable Information. The Client agrees that once Personally Identifiable Information or any other data is anonymized, altered or encrypted, it does not amount to Personally Identifiable Information anymore.

The Company therefore has the option to utilize the abovementioned Client Data in an aggregated or anonymized manner for research, educational endeavors, and similar purposes. However, the Company cannot employ or publicly showcase Client Data in any other way without the written consent of the Client. The Company acknowledges the Client's exclusive ownership rights over Client Data. Unless expressly authorized by the Client and stipulated in these terms, the Client's use of the Company’s Services does not grant the Company the license to utilize, reproduce, adapt, modify, publish, or distribute Client Data generated by the Client for it's commercial, marketing, or any similar purposes.

The Client explicitly permits the Company to use and analyze aggregated system activity data related to the use of the Services by the Client and its Users. This is done to enhance, optimize, or improve the functioning of Services and to introduce new features and functionality in connection with Services, at the Company’s sole discretion.

Legal Disclosures:

As is mentioned in the Privacy Policy, the Company might reveal your data, which may include personally identifiable information, if it has a reason to believe that it is necessary to do so to comply with applicable laws, acts, ordinances, regulations, rules, by-laws, legislations, subpoenas, investigative orders, interim orders, specific performance orders, search warrants, other court orders, investigative procedures or as may be required by a governmental authority or valid legal process. In special situations, the Company may disclose personally identifiable information when we have reason to believe it's essential to identify, contact, or take legal action against someone potentially violating it’s legal charters. The Company is subject to the investigatory and enforcement authority of the Federal Trade Commission (FTC) and other data privacy authorities who may have legislative authority over us due to cross border transfer of data.

Additionally, the Company may be obligated to disclose an individual's personal information in response to a lawful request by public authorities, including requests, demands, court orders, investigations etc. related to national security or law enforcement.


J. Governing Laws

These Terms of Service will be regulated by the legal statutes of Delaware, United States of America. These Services are designed for use in regions where it can be legally accessed. Should any dispute arise concerning your use of the Services, you agree to the jurisdiction being that of Delaware court.


K. Miscellaneous

Authority

Both parties affirm that they possess the complete authority and capability to enter into this Agreement, and it stands as binding and enforceable for each party. Furthermore, you assert that you hold the authority to ensure that your Affiliates adhere to the terms of this Agreement.

Force Majeure

Except for obligations involving payment under this Agreement, neither party will be held accountable for any failure or delay in fulfilling its obligations caused by unforeseeable events beyond its control. These events may include acts of war, hostility, sabotage, acts of God, disruptions in electrical, internet, or telecommunication services not caused by the obligated party, government restrictions, pandemics, or any other event deemed beyond the reasonable control of the party. Both parties will make reasonable efforts to minimize the impact of such unforeseeable events.

Actions Permitted

Subject to actions for nonpayment or breaches of proprietary rights, neither party may initiate legal action related to this Agreement more than one (1) year after the cause of action initially occurred.

Relationship of the Parties

Both parties acknowledge that no joint venture, partnership, employment, or agency relationship exists between them.

Compliance with Laws

We commit to adhering to all applicable U.S. state and federal laws in delivering the Services. We retain the right to disclose information as necessary to comply with any law, regulation, legal process, or governmental request at all times.

Assignment

You may not assign or transfer this Agreement without our prior written consent, except in cases of assignment to a successor due to merger, reorganization, sale of your assets, change of control, or operation of law, provided that such successor is not a competitor of ours. We hold the right to assign this Agreement to any Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law, without a prior written consent or notice.