Terms of Service
TERMS OF SERVICE
THESE TERMS OF SERVICE ("TERMS") ARE A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND LABURNUM CONSULTING INC. DOING BUSINESS AS "BRIDGE LABS" ("COMPANY" OR "WE", "OUR" OR "US") (INDIVIDUALLY "PARTY" AND COLLECTIVELY, THE "PARTIES"). UNLESS YOU AND COMPANY AGREE OTHERWISE IN A SIGNED WRITTEN DOCUMENT, THESE TERMS GOVERN THE USE OF, AND ACCESS TO COMPANY'S SERVICES, INCLUDING THE BRIDGE LABS MARKETPLACE (AS DEFINED HEREIN) AND ANY SOFTWARE, MOBILE APPLICATIONS, TOOLS, FEATURES, AND OTHER PRODUCTS AND SERVICES THAT ARE MADE AVAILABLE THROUGH OUR WEBSITE www.bridge-labs.com ("SITE") OR OTHERWISE MADE AVAILABLE BY US (COLLECTIVELY, AND TOGETHER WITH THE ITEMS SET FORTH IN THE DEFINITION OF BRIDGE LAB SERVICES, THE "SERVICES"). THESE TERMS ALSO APPLY DURING ANY FREE TRIAL PERIODS.
1. Acceptance
1.1. By executing an Order Form or other contract that references these Terms, by purchasing the Services, by clicking to accept these Terms, or by otherwise purchasing, accessing and/or using the Services, from Company or an approved reseller whichever is the earlier, you accept and agree to be bound by these Terms and any applicable Additional Terms, which are incorporated by reference.
1.2. You represent and warrant that you have the authority to accept these Terms. If you are accepting these Terms on behalf of an organization or entity, references to "Customer" and "You" in these Terms refer to that organization or entity. If you do not agree to all of the terms and conditions of these Terms, you may not use or access the Bridge Labs Marketplace or Services in any manner.
2. Defined Terms
2.1. Unless otherwise defined elsewhere in these Terms, the following terms have the meanings assigned to them as set out below:
(a) "Affiliate"means, with respect to a Party, such Party and any other entity that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, that Party. "Control" for purposes of this definition means the power to direct or cause the direction of the management and policies of an entity, whether through ownership of more than 50% of the equity or voting rights in such entity.
(b) "Aggregate Data" means Anonymous Data and data derived from compiling, combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other customers, clients, licenses or user of the Services, or otherwise to permit Company to provide the Services.
(c) "Anonymous Data" means the anonymous data related to the Services that is derived from the anonymization and aggregation of the Customer Data.
(d) "Authorized Users" means those employees, agents and independent contractors of a subscribing Customer, or its Affiliates who are authorized by the Customer to access or use the Services in accordance with these Terms.
(e) "Confidential Information"has the meaning set forth in Section 9.
(f) "Customer Data"means any data, information or other material provided, uploaded, or submitted by Customer in relation to the Services or these Terms.
(g) "Customer Equipment"means Customer's and its Affiliates' computer hardware, software and network infrastructure used to access the Services.
(h) "Data Protection Laws and Regulations"means all EU/Swiss applicable legislations with respect to the processing of Personal Data, including but not limited to the EU General Data Protection Regulation (2016/679).
(i) "DPA" means the Data Processing Agreement, available at privacy@bridge-labs.com which is incorporated into and forms an integral part of these Terms.
(j) "Documentation" means the body of these Terms together with any Order Form(s) and documents located at the electronic links identified below and which are incorporated by reference into these Terms and may be updated from time to time:
i. Data Processing Addendum: privacy@bridge-labs.com
ii. Privacy Policy: privacy@bridge-labs.com
(k) "Effective Date" means the date Customer receives access or accesses the Services or executes an Order Form, whichever comes first.
(l) "Entitlement"means the specific use limitations with respect to Customer's access to and use of the Services as specified in the corresponding Order Form, including but not limited to the Initial Term and Authorized User count where applicable.
(m) "Free Trial Period" means the initial period in which the Customer may be offered to trial a certain portion of the Services without any Fees (the "Free Trial"), subject in all respects to the terms and conditions of these Terms and as set forth in the applicable Order Form. The length of any such Free Trial, and the particular Entitlements included may vary from time to time. Customer may be required to enter billing information in order to sign up for the Free Trial. If the Customer's billing information is provided when signing up for the Free Trial Period, Customer will not be charged by Company for the Services until the Free Trial Period has expired. At the end of the Free Trial Period, unless Customer cancels the subscription, Customer will be automatically charged the applicable Fees for the type of Services Customer has selected pursuant to the related Order Form. The Free Trial Period is included in the definition of Term as set out below.
(n) "Force Majeure Event"means a natural disaster, actions or decrees of governmental bodies or communications line failure which (i) hinders, delays or prevents a party from performing its obligations, and (ii) is beyond the reasonable control of, and without the fault or negligence of, such party, and (iii) by the exercise of reasonable diligence such party is unable to prevent or provide against, which includes but is not limited to of failures of the internet or any public telecommunications network, failures of the hosting provider, hacker attacks, denial of Services attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, pandemics, epidemics, explosions, fires, floods, riots, terrorist attacks and wars, but excluding general economic conditions or other general market effects.
(o) "General Data Protection Regulation" or "GDPR" means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC as amended, replaced or superseded.
(p) "Initial Term"means the first subscription term for the Services which is the term selected on the subscription link, or if there is an Order form, the term defined in the Order Form and, in each case, commencing on the Effective Date.
(q) "Intellectual Property Rights" all intellectual property rights of any nature whether registered, registrable or otherwise, including patents, trademarks, trade secrets, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights in the Services, workflow processes, user interface, designs, and other technologies in and related to the Services, including any upgrades or modifications to the same.
(r) "Order Form"means an online order submitted by Customer through Company's designated URL for the Services, or a paper-based or online ordering document for the Services signed by Company and Customer.
(s) "Renewal Term"means each subscription period after the Initial Term for which the subscription term is extended pursuant to Section 11.
(t) "Fees"mean the fees paid by Customer in connection with Customer's access and use of the Services and related standard support during the Term.
(u) "Taxes"means any direct or indirect local, state, federal or foreign value-added, sales, use or withholding taxes.
(v) "Term"means the Initial Term and any Renewal Term.
3. Access and Use of Services
3.1 Customer is responsible for obtaining and maintaining any Customer Equipment and any ancillary services needed to connect to, access or otherwise use the Services.
3.2 Customer agrees to use the Services in compliance with all applicable laws, and shall not: (a) resell, sublicense, lease, time-share or otherwise make the Services available to any third party other than to Authorized Users; or (b) use the Services to intentionally send or store infringing or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. Further, Customer agrees to comply at all times with the Companyacceptable use policy ("AUP") made available on the Company website, as updated from time-to-time.
3.3 Customer agrees not to: (a) modify, copy or create derivative works of the Services; (b) reverse engineer the Services; (c) access the Services for the purpose of building a competitive product or Services; (d) use the Services in excess of the Entitlement; (e) perform any "mirroring" or "framing" of any part of the Services, or create Internet links to the Services which include log-in information, user names, passwords, and/or secure cookies; (f) use the Services, for purposes of product testing, benchmarking or other comparative analysis; or (g) provide access to the Services to a known competitor of Company.
3.4 Customer agrees that it is responsible for configuring the Services, including but not limited to determining what Customer Data is collected, stored, used, displayed, and/or exported.
3.5 IF CUSTOMER FAILS TO COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS SECTION 3, COMPANY SHALL INFORM CUSTOMER THEREOF IN WRITING AND MAY SUSPEND CUSTOMER'S ABILITY TO ACCESS OR USE THE SERVICES. COMPANY MAY ALSO SUSPEND CUSTOMER'S ABILITY TO ACCESS OR USE THE SERVICES IF CUSTOMER IS USING THE SERVICES IN EXCESS OF THE ENTITLEMENT SPECIFIED IN THE CORRESPONDING ORDER FORM.
4. Intellectual Property, Customer Data and Information Security
4.1 Ownership.Company retains all right, title and interest in and to all Intellectual Property Rights relating to the Services, the Documentation, and all underlying technology, software, processes, algorithms, user interfaces, know-how and all modifications and derivative works thereof. Customer acknowledges and agrees that Customer is not entitled to a copy of the underlying software for the Services and except as expressly stated in these Terms, these Terms does not grant the Customer any rights to, or in, any Intellectual Property or proprietary information (whether registered or unregistered), or any other rights or licenses in respect of the Services. Customer hereby acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights incorporated into the Services and all related technology and software.
4.2 Open Source. The Customer acknowledges and agrees that some aspects of the Services are from open source databases and/or may contain open source software (the "Open Source Materials"). Any Open Source Materials provided hereunder are provided pursuant to such Open Source Materials license terms and conditions. Upon reasonable notice to the Customer, Company has the right to replace software provided to the Customer as part of the Open Source Materials with software that has similar functionality. ALL OPEN SOURCE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES WITH REGARD TO OPEN SOURCE MATERIALS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE OPEN SOURCE MATERIALS EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE. THIS LIMITATION WILL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM COMPANY'S OR ITS AFFILIATES' NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
4.3 Feedback.To the extent the Customer provides any suggestion, idea, enhancement requests, recommendations or comments ("Feedback") to Company, such Feedback will not be considered Confidential Information and Company will have the unrestricted right to use, profit from, disclose, publish or otherwise exploit any Feedback without any compensation to the Customer. The Customer will have no Intellectual Property Rights in any developments arising from any Feedback.
4.4 Applicable Laws. In the protection of the Customer Data, Company adheres to the rules of the GDPR and applicable Data Protection Laws and Regulations, and, as the "data processor" abides by the provisions of the DPA. Company has further executed appropriate sub-processing agreements with the sub-processors listed in the Documentation, such a list to be updated by Company from time to time.
4.5 Data Protection. Customer acknowledges and agrees that its use of the Services in connection with any personally identifiable information subject to applicable law, is subject to the Company DPA available at: [link]. Each Party undertakes to comply with its obligations under relevant applicable Data Protection Laws and Regulations. To the extent that personal information is processed when the Customer or its Authorized Users use the Services, the Parties acknowledge that Company and its Affiliates are a data processor and the Customer and its Affiliates are a data controller and the Parties shall comply with their respective obligations under applicable Data Protection Laws and Regulations and the terms of the DPA.
4.6 Customer Data.With respect to Customer Data, the Customer:
(a) reserves all rights, title and interest in and to the Customer Data, and subject to the limited rights granted by the Customer hereunder, Company acquires no right, title or interest from the Customer under these Terms in or to the Customer Data or any Intellectual Property Rights therein;
(b) grants Company a limited license to copy, transmit, display and modify such Customer Data, solely as necessary for Company to provide the Services to the Customer under these Terms, for the improvement of the Services, as well as to derive Aggregate Data in connection with providing the Services and to make improvements to Company's current and future products and Services, provided that any such use does not disclose Customer Data. Aggregated Data collected by Company for monitoring, provision, usage and performance of the application and Services by the Customer will not be considered the Customer Data nor Customer's Confidential Information;
(c) acknowledges that the collection and submission of the Customer Data is the sole and exclusive responsibility of the Customer. In relation to any and all personal information comprised within the Customer Data, the Customer warrants that such personal information has been obtained and supplied to Company in compliance with applicable Data Protection Laws and Regulations, including but not limited to the GDPR, and the Customer warrants that it has obtained all necessary consents and approvals from users that are necessary to permit Company to provide the Services under these Terms; and
(d) further acknowledges and agrees that, if the Customer uses the Services to store, process or transmit any sensitive personal information, within the meaning of the GDPR, the Customer has explicit consent of the data subject to process such information.
5. Subscription Fees
5.1 The Subscription Fees shall be payable in advance upon the start date of each Term. In the event Customer is paying by credit card , Customer acknowledges that Company uses a third-party for the processing of such payments and that such third-party will have access to certain information provided by Customer as a result. For payments made by credit card, Customer's credit card will be charged at the time order is placed and thereafter, at the frequency subscribed for, which will continue until these Terms are terminated. Any failure to pay the Subscription Fees by the due date may result in suspension of Customer's ability to access the Services.
5.2 The Customer must provide to Company valid, current and complete contact and billing details and must forthwith notify Company of any changes to such details. Any costs related to unsuccessful billing attempts by Company due to outdated billing information shall be borne by the Customer.
5.3 The Subscription Fees must be paid in full, without any set-off, and, once paid, are non-refundable, except as set out in these Terms or any applicable Order Form. All payments must be made in the currency stated on the invoice. Any overdue Subscription Fees shall accrue late interest at the rate of 18% per annum, calculated monthly, for an effective annual rate of 19.56% of the outstanding balance, or the maximum rate permitted by law (whichever is lesser), from the date the Fees were due until the date paid. Company may, without limiting its other rights and remedies, suspend the Customer's access to the Services, in whole or in part, until such amounts are paid in full or terminate the Services without further notice.
2.1 Unless otherwise stated, Fees do not include any applicable Taxes. The Customer is responsible for paying all Taxes associated with the Services. If Company has the obligation to pay or collect any Taxes associated with the Services for which the Customer is responsible, then the appropriate amount shall be included in the Fees and the Customer agrees to pay such amount.
5.3 In the event Customer exceeds the Entitlement, Company may suspend Customer's access and use of the Services until the access and use becomes consistent with the Entitlement, or Customer pays to Company additional Fees with respect to the same.
6. Support
Subject to Company's receipt of the corresponding Fees with respect to the Services, Company shall provide to Customer standard support during the Term.
7. Representation and Warranties
7.1 Each Party represents and warrants to the other that it has all necessary right, title and authority to enter into and perform its obligations under these Terms.
7.2 The Customer warrants that it has the rights to provide and use any and all Customer Data in accordance with the terms of the Agreement and the foregoing and its performance hereunder doesn't violate any laws.
7.3 Company represents and warrants that it will maintain the confidentiality of Customer Data and, except as required by applicable law, will not disclose Customer Data to any third party for any purpose other than to provide the Services. However, Company may compile Aggregate Data related to Customer's usage of the Services and may use and/or disclose such Aggregate Data to third parties, to the extent that Customer is not identified as the source of such Aggregate Data and as long as the Aggregate Data does not reveal the identity, whether directly or indirectly, of any individual, or specific data entered by or relating to any individual or the Customer.
7.4 Company warrants that the operation of the Services will substantially conform in all material respects to the Documentation during the Term. Customer will provide prompt written notice of any non-conformity. As Customer's sole and exclusive remedy, and Company's entire liability for any breach of the foregoing warranty, Company will use commercially reasonable efforts to remedy the nonconformance.
7.5 EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THE OPERATION OF THE SERVICES OR ANY ASSOCIATED THIRD PARTY OR OPEN SOURCE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR ENTIRELY SECURE, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY OR THOSE ARISING FROM STATUTE OR USAGE OF TRADE.
8. Indemnification
8.1 Indemnification by Company. Company will defend and hold harmless the Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third party alleging that the use of the Services in accordance with these Terms infringes or misappropriates such third party's intellectual property, copyright, trademark or patent (a "Claim Against Customer"), and will indemnify the Customer from any direct damages, reasonable attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement of, a Claim Against Customer, provided the Customer (i) promptly gives Company written notice of the Claim Against Customer, (ii) gives Company sole control of the defense and settlement of the Claim Against Customer, and (iii) gives Company all reasonable assistance, at Company's expense. If such Claim Against Customer has occurred, or in Company's opinion is likely to occur, the Customer agrees to permit Company, at Company's sole option and expense, either to procure for the Customer the right to continue using the Services or to replace or modify the same so that it becomes non-infringing without loss of functionality, or if none of the foregoing alternatives is reasonably available, terminate the Agreement and refund to the Customer any prepaid unused Fees as of the date of such termination.
8.2 Indemnification by the Customer. The Customer will defend and hold harmless Company against any claim, demand, suit or proceeding made or brought against Company by a third party alleging that Customer Data, or Customer's use of the Services in breach of these Terms infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Company"), and will indemnify Company from any damages, reasonable attorney fees and costs finally awarded against Company as a result of, or for any amounts paid by Company under a court-approved settlement of, a Claim Against Company, provided Company (i) promptly gives the Customer written notice of the Claim Against Company (provided that the obligations under this Section 8.2 shall not be reduced by the failure to give such notice except to the extent Customer is materially prejudiced by such failure), (ii) gives the Customer sole control of the defense and settlement of the Claim Against Company (provided that Customer may not settle any Claim unless it unconditionally releases Company of all liability and obligation), and (iii) gives the Customer all reasonable assistance, at the Customer's expense.
8.3 Exclusive Remedy. The mutual indemnifications contained herein under Section 8 states the indemnifying Party's sole liability to, and the indemnified Party's exclusive remedy against, the other Party for any third-party claim described in this section.
9. Confidentiality
9.1 As used herein, "Confidential Information" means all confidential information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, including the terms and conditions of these Terms, inventions, know-how, trade secrets, business and marketing plans, technology and technical information, product plans and designs and business processes disclosed by such Party, and where the Disclosing Party is Company, Confidential Information shall include the Services and all Intellectual Property Rights contained therein. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any confidentiality obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any confidentiality obligation owed to Disclosing Party or access to or reliance on Disclosing Party's Confidential Information; or (iv) is received from a third party without breach of any confidentiality obligation owed to Disclosing Party.
9.2 Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose outside the scope of these Terms, except as allowed by the terms of these Terms or with Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own Confidential Information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.
9.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with (a) prior written notice of such compelled disclosure (to the extent legally permitted) and (b) reasonable assistance in contesting the disclosure, at Disclosing Party's option and cost. Any actual disclosure shall be limited to the minimum amount of information necessary to comply with the disclosure demand as advised by legal counsel.
9.4 Each Party acknowledges that its breach of this Section 9 will irreparably harm the other Party, and that such harm will not be susceptible to accurate measurement for the purpose of calculating monetary damages. Accordingly, the non-breaching Party, in addition to seeking and recovering monetary damages and other remedies available at law, will have the right to obtain an injunction or other equitable relief to prevent a breach or threatened breach, without the necessity of posting a bond or other security.
9.5 Upon any termination of these Terms, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, to the extent practicable, return to the Disclosing Party or destroy (at the Disclosing Party's election) all materials in any form containing such Confidential Information.
10. Limitation of Liability
10.1 TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER CAUSED, INCLUDING LOST PROFITS AND REVENUES, DEPLETION OF GOODWILL, OR OTHER COMMERCIAL OR ECONOMIC LOSS, INCLUDING ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION OR INSTRUCTIONS PROVIDED BY THE CUSTOMER IN CONNECTION WITH COMPANY'S PERFORMANCE OF THIS AGREEMENT OR ANY ACTION TAKEN BY COMPANY AT THE CUSTOMER'S DIRECTION, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE PRICE PAYABLE FOR PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. DURING ANY FREE TRIAL PERIOD, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED $500.00.
11. Term and Termination
11.1 This Agreement commences on the Effective Date and unless terminated as provided herein, shall continue until the expiration of the Term or earlier termination.
11.2 The Initial Term shall renew automatically for successive 12 month or such shorter terms as the Customer subscribed for, subject to earlier termination in accordance with this Section 11 (each such additional term, a "Renewal Term").
11.2 A Party may terminate these Terms for cause: (i) upon fourteen (14) days written notice to the other Party of a material breach of these Terms if such breach remains uncured at the expiration of such period; or (ii) immediately upon written notice if the other party becomes the subject of bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.
11.3 Upon the effective date of termination of these Terms, Customer's authorization to access and use the Services will cease. Thirty (30) days following the termination of these Terms Company will have no obligation to maintain any Customer Data and will not retain copies or records of Customer Data in its system or otherwise.
12. General
12.1 No Partnership. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third-party beneficiaries to these Terms.
12.2 Notices. Any notices, reports or other communications required under these Terms shall be in writing and shall be sufficient if delivered by hand, courier, mail, or email addressed to Company or the Customer to such address as the Party shall advise the other Party in writing. Any such notices, reports or other communications shall be deemed to have been received by the Party(s) to whom they were addressed upon delivery by hand, mail, courier, or email, when received.
12.3 NoAmendment. No amendment or waiver of any provision of these Terms shall be effective unless in writing and signed by Customer and Company.
12.4 Entire Agreement and Precedence. To the extent of any conflict between these Terms and any other Documentation or document referenced herein, these Terms shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a Customer ordering document, other than an Order Form or other mutually executed order document expressly incorporated herein, shall be incorporated into these Terms, and all such terms shall be void. This Agreement represents the entire agreement of the Parties, and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Unless otherwise agreed to in writing by the Parties, each Order Form is independent from, and has no impact upon, any other Order Form. Each Order Form is enforceable according to the terms and conditions contained in such Order Form. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) applicable Order Form, (2) any exhibit to these Terms, (3) these Terms, and (4) the Documentation.
12.5 Waiver and Severability. Failure or delay by either Party to exercise its right or remedy provided under these Terms does not mean a waiver of that or any right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given. If any provision of these Terms is found to be invalid or unenforceable by a court, then the other provisions of these Terms shall remain in force and it will be replaced with a provision that achieves the same purpose as the original to the maximum extent possible.
12.6 Force Majeure Event. shall include but is not limited to events that delay the performance of either Party's obligations under these Terms or prevent a Party from carrying on its business on account of failures of the internet or any public telecommunications network, failures of the hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, pandemics, explosions, fires, floods, riots, terrorist attacks and wars, that directly affects the provision of the Services, but excluding general economic conditions or other general market effects. If an event of Force Majeure occurs, the Parties shall immediately consult with each other to discuss the timeline of the performance of their respective obligations. If the consequences of Force Majeure continue for a period of more than thirty (30) days, either Party may terminate these Terms. An event of Force Majeure does not relieve a Party from liability for an obligation that arose before the occurrence of that event, nor does that event affect the obligation to pay any Fees in a timely manner which matured prior to the occurrence of that event.
12.7 Governing Law and Resolving Disputes. This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, which cannot be solved amicably amongst the Parties, shall be referred to and finally resolved by a single arbitrator under the Rules of the ADR Institute of British Columbia; the hearing shall be held in British Columbia.