Terms of Service

PARTIES:
(1) Coach My Idea, Inc., a company incorporated in the United States, NEW YORK (“CMI” or the “Provider”)
(2) The individual or company that agrees to use the Platform (as defined below) (the “Customer”)

BACKGROUND: The provider operates the CMI platform and provides the Support Services (as defined below), and the Customer wishes to be granted access to the Platform (as defined below) and to service the support services, on the terms of this Agreement.

AGREEMENT:
1. Definitions
1.1 In this Agreement:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means these terms and software as a service agreement (including the Schedules) and any amendments to it from time to time;
“Business Day” means any weekday, other than a Federal public holiday;
“Business Hours” means between 09:00 and 17:30 (EST time) on a Business Day;
“Charges” means the amounts payable by the Customer to the Provider under or in relation to this Agreement (as set out in Schedule 3);
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer Confidential Information” means:
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider during the Term that is marked as “confidential” or described as “confidential”; and
(b) the Customer Materials.
“Customer Materials” includes all works and materials:
(a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account or by any person or application granted access at the customer’s platform (e.g., the customer’s dealers); and
(b) otherwise provided by the Customer to the Provider in connection with this Agreement;
“Defect” means a defect, error or bug having an adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:
(a) an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents, suppliers or sub-contractors; or
(b) an incompatibility between the Platform and any other system, application, program or software not specified as compatible in Schedule 1″Documentation” means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used;
“Effective Date” means the date of execution of this Agreement;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” means the period specified as such in Schedule 1“Personal Data” has the meaning given to it in the applicable data protection statutes(s) in the United States;
“Permitted Purpose” means allowing the Customer to upload its product details and letting its dealers or guests to view the products and place orders;
“Platform” means the software platform known as CMI that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under this Agreement;
“Schedule” means a schedule attached to this Agreement;
“Services” means all the services provided or to be provided by the Provider to the Customer under this Agreement, including the Support Service;
“Support Services” means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Schedule 2;
“Term” means the term of this Agreement;
“Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of this Agreement.

2. Term
This Agreement will come into force on the Effective Date and will continue in force for the Minimum Term and indefinitely thereafter, unless terminated in accordance with Clause 13.

3. The Platform
3.1 The Platform will automatically generate an account for the Customer promptly following the Effective Date, enabling the Customer to access the Platform.

3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, the Provider hereby grants to the Customer a non-exclusive, non-transferrable and limited license to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term. The Provider is responsible for all Customers’ use of the Platform. The Provider controls each Customer’s level of access to the Services at all times and can revoke or change a Customer’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a Customer or shall have that different level of access, as the case may be. If there is any dispute between the Provider and a Customer regarding access to any Service, the Provider shall decide what access or level of access to the relevant Data or Services that Customer shall have, if any.
It is highlighted that CMI reserves the right to delete inactive accounts.

3.3 The license granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the Platform may only be used by the named users identified in Schedule 1, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein;
(b) the Platform may only be used by the employees, agents, and sub-contractors of the Customer and (i) where the Customer is a company, the Customer’s officers; (ii) where the Customer is a partnership, the Customer’s partners; and (iii) where the Customer is a limited liability partnership, the Customer’s members; and
(c) the Customer must comply at all times with the terms of the acceptable use policy set out in Schedule 4, and must ensure that all users of the Platform agree to and comply with the terms of that acceptable use policy.

3.4 Except to the extent mandated by applicable law or expressly permitted in this Agreement, the license granted by the Provider to the Customer under this Clause 3 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Platform or allow any unauthorized person to access or use the Platform;
(b) the Customer must not frame or otherwise re-publish or re-distribute the Platform;
(c) the Customer must not alter or adapt or edit the Platform save as expressly permitted by the Documentation; and
(d) the Customer must not alter or adapt or edit the Platform save as expressly permitted by the Documentation.

3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.

3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.

3.7 The Customer shall use all reasonable endeavors to ensure that no unauthorized person will or could access the Platform using the Customer’s account.

3.8 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform. The Customer must not interrupt, impair or render the Provider less efficient, to transfer files that contain viruses, trojans or other harmful programs, to penetrate or attempt to penetrate any security measures, to disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability or otherwise, to advertise or promote third party or Customers’ own products or services.

3.9 The Customer must not use the Platform:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. The Customer complies with all applicable laws from his home nation, country, state, and city in which Customer is present while using the software or CMI Services. Customer agrees to compensate and defend us fully against any claims or legal proceedings brought against the Provider by any other person because of his breach of this agreement. The Customer agrees to provide true, accurate, complete, and updated information about Customer and update them whenever necessary. Provider is not obligated to monitor or control the accuracy of information provided by Customer. If any information provided by the Customer is not in accordance with these provisions or if Provider has reasonable grounds to suspect that such information does not agree, the Provider has the right to refuse Customers’ access in the software. In this case, the Customer shall not be entitled to any indemnity or compensation for the refusal, suspension, or cancellation of Customers’ registration.

4. Support Services and Upgrades
4.1 During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform, in accordance with the service level agreement set out in Schedule 2.4.2 The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.

5. Customer Materials
5.1 The Customer grants to the Provider during the Term a non-exclusive license to store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement.

5.2 Subject to Clause 5.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.

5.3 The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of this Agreement, will not:
(a) breach any laws, statutes, regulations or legally-binding codes;
(b) infringe any person’s Intellectual Property Rights or other legal rights; or
(c) give rise to any cause of action against the Provider or the Customer or any third party, in each case in any jurisdiction and under any applicable law.

5.4 Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 5, the Provider may:
(a) delete or amend the relevant Customer Materials; and/or
(b) suspend any or all Services and/or the Customer’s access to the Platform while it investigates the matter.

5.5 Any breach by the Customer of this Clause 5 will be deemed to be a material breach of this Agreement for the purposes of Clause 13.

5.6 The Provider shall ensure that the Customer Materials stored and processed by the Platform are stored separately from, and are not co-mingled with, the materials of other customers of the Provider.

6. Trial Period
The first 15 days of the Term shall be a trial period, during which all provisions of this Agreement shall apply, save as follows:
(a) the Customer shall have no obligation to pay in respect of the trial period; and
(b) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay will arise).

7. Charges
7.1 The Provider will issue invoices for the Charges to the Customer in accordance with the provisions of Schedule 3.

7.2 The Customer will pay the Charges to the Provider within 15 days of the date of issue of an invoice issued in accordance with Clause 7.1.

7.3 All Charges stated in or in relation to this Agreement are stated exclusive of all applicable tax, unless the context requires otherwise. Where required, all applicable tax will be payable by the Customer to the Provider in addition to the principal amounts.

7.4 Charges are payable by Customer when due according to payment methods set forth on the Platform.

7.5 If the Customer does not pay any amount properly due to the Provider under or in connection with this Agreement, the Provider may claim interest and statutory compensation pursuant to applicable law.

7.6 The Provider may vary the Charges on and from any anniversary of the Effective Date by giving to the Customer not less than 45 days’ written notice of the variation.

7.7 The Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by the Customer to the Provider under this Agreement are overdue by more than 45 days.

8. Warranties

8.1 The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under this Agreement.

8.2 The Provider warrants and represents to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement. The Customer becomes subject to by virtue of these Terms, without limiting Customers’ own personal obligations under these Terms;
(b) that it will perform its obligations under this Agreement with reasonable care and skill;
(c) that the Platform will operate without Defects and will perform substantially in accordance with the Documentation (subject to any Upgrades);
(d) that the Platform will be hosted in accordance with the requirements set out in Schedule 1, and will be available to the Customer in accordance with the uptime commitments given in Schedule 2; and
(e) the Platform (excluding for the avoidance of doubt the Customer Materials) will not infringe any person’s Intellectual Property Rights in any jurisdiction and under any applicable law.
Customer guarantees, warrants and represents that Customer is acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms. It is Customer’s responsibility to check that storage of and access to Customer Data via the Software and the Website will comply with laws applicable to him (including any laws requiring Customer to retain records).
No warranties:
Provider gives no warranty about the Services. Without limiting the foregoing, Provider does not warrant that the Services will meet Customers’ requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability, fitness for purpose, title, and non-infringement.

8.3 The Customer acknowledges that:
(a) complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
(b) the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible in Schedule 1;
(c) the Provider will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person;
(d) the Customer is authorized to use the Services and the Website and to access the information and Data that Customers’ input into the Website, including any information or Data input into the Website by any person the Customer has authorized to use the Service. The Customer is also authorized to access the processed information and Data that is made available to the Customer through Customers’ use of the Website and the Services (whether that information and Data is Customer’ own or that of anyone else); and
(e) the Provider has no responsibility to any person other than the Customer and nothing in this Agreement confers, or purports to confer, a benefit on any person other than the Customer. If the Customer uses the Services or accesses the Website on behalf of or for the benefit of anyone other than the Customer (whether a body corporate or otherwise) he agrees that (i) the Customer is responsible for ensuring that the Customer has the right to do so; and (ii) the Customer is responsible for authorizing any person who is given access to information or Data, and agrees that the Provider has no obligation to provide any person access to such information or Data without Customers’ authorization and may refer any requests for information to the Customer to address.

8.4 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement.

9. Indemnification
9.1 The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause.

9.2 The Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid in settlement of any disputes) suffered or incurred by the Customer and arising as a result of any breach by the Provider of Clause 8.2(e).

10. Limitations and Exclusions of Liability
10.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or (d) exclude any liability of a party that may not be excluded under applicable law.

10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Agreement:
(a) are subject to Clause 10.1;
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.

10.3 Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

10.4 Neither party will be liable for any loss of business, contracts or commercial opportunities.

10.5 Neither party will be liable for any loss of or damage to goodwill or reputation.

10.6 Neither party will be liable in respect of any loss or corruption of any data, database or software.

10.7 Neither party will be liable in respect of any special, indirect or consequential loss or damage.

10.8 Neither party will be liable for any losses arising out of a Force Majeure Event.

10.9 Neither party’s liability in relation to any event or series of related events will exceed the total amount paid and payable by the Customer to the Provider under the Agreement during the one (1) month period immediately preceding the event or events giving rise to the claim.

10.10 Neither party’s aggregate liability under the Agreement and any collateral contracts will exceed the total amount paid and payable by the Customer to the Provider under the Agreement.

11. Data Protection
11.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.

11.2 The Provider warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.

11.3 Accuracy of Data:
When the Customer inputs any Data onto the Website Customer agrees and acknowledges that Customer is responsible for ensuring the accuracy of such Data. The Provider is under no obligation to ensure that Customer’s Data on the Website is an accurate representation of Customers’ actual business data and recommends that Customer performs a full stock take to ensure Customers’ Data represents an accurate representation of Customer’s actual stocks and products. The Provider has no obligation to provide support, maintenance, modifications, or new releases under this agreement. The Provider may from time-to-time issue upgraded versions of the application.

12. Confidentiality
12.1 The Provider will:
(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 12;
(b) protect the Customer Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
(c) without prejudice to the generality of Clause 12.1(b), deploy and maintain the security systems and technologies detailed in Schedule 1 in relation to the Customer Confidential Information held on the Platform.

12.2 Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.

12.3 The obligations set out in this Clause 12 shall not apply to:
(a) Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer;
(c) Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information; or
(d) Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.

12.4 Access Conditions:
12.4.1 The Customer must ensure that all usernames and passwords required to access the Services are kept secure and confidential. The Customer must immediately notify the Provider of any unauthorized use of his passwords or any other breach of security and the Provider will reset his password and the Customer must take all other actions that the Provider reasonably deems necessary to maintain or enhance the security of Customer’s computing systems and networks and Customers’ access to the Services. The Customer acknowledges that the Provider has limited control over the nature and content of information and chat transmitted or received by him or other users. The Provider does not monitor such content in the usual course of business and will not be liable for any such content, and its accuracy. If the Customer has a complaint about another user please contact the Provider via the app or website.
12.4.2 As a condition of these Terms, when accessing and using the Services, Customer must (i) not attempt to undermine the security or integrity of the Providers’ computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; (ii) not use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner; (iii) not attempt to gain unauthorized access to any materials other than those to which he has been given express permission to access or to the computer system on which the Services are hosted; (iv) not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which he do not have the right to use); and (v) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation. The Customer must not sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this agreement with or to anyone else, disclose the results of any benchmarking of the application, or use such results for his own competing software development activities or attempt to discover the software’s source code. The Provider maintains a privacy policy that sets out the parties’ obligations in respect of personal information. In connection with the use of the software, the Provider will obtain certain transaction details, which will use solely in accordance with its Privacy Policy. However, the Provider reserves the right to disclose personal information to affiliated (group) companies (in and outside the European Union), including and affiliated (group) companies’ employees and company’s trusted agents and representatives who have access to this information with Provider’s permission and who need to know or have access to this information to perform our service (including customer services and internal (audit/compliance) investigation) to and for the benefit of the Customer. The Customer should read that policy at Provider’s website and he will be taken to has accepted that policy when Customer accepts these Terms.

13. Termination
13.1 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
(a) commits any breach of any term of this Agreement, and (i) the breach is not remediable; or (ii) the breach is remediable, but the other party fails to remedy the breach within 15 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of this Agreement (irrespective of whether such breaches collectively constitute a material breach).

13.2 Either party may terminate this Agreement immediately by giving written notice to the other party if:
(a) the other party (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

13.3 Either party may terminate this Agreement by giving at least 30 days’ written notice of termination to the other party.

13.4 If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate this Agreement by giving at least 30 days’ written notice of termination to the Customer.

13.5 The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.

13.6 The Provider may terminate the Agreement and delete free of charge accounts that remain inactive more than three months. The Customer shall receive previous notice prior to any termination of the account.

14. Effect of Termination
14.1 Upon termination of this Agreement, all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7.5, 9, 10, 12, 14 and 17.14.2 Termination of this Agreement will not affect either party’s accrued liabilities and rights as at the date of termination.

14.2 Intentionally left blank

14.3 Subject to Clause 14.4, within 30 days following the termination of the Agreement, the Provider will:
(a) irrevocably delete from the Platform all Customer Confidential Information; and
(b) irrevocably delete from its other computer systems all Customer Confidential Information and return to the Customer (as CSV or XLS file for data and PNG or JPG files for images) or dispose of as the Customer may instruct all documents and materials containing Customer Confidential Information.

14.4 The Provider may retain any document (including any electronic document) containing the Customer Confidential Information after the termination of this Agreement if:
(a) the Provider is obliged to retain such document by any law or regulation or other rule enforceable against the Provider; or
(b) the document in question is a letter, fax, email, order confirmation, invoice, receipt, or similar document addressed to the Provider.

15. Notices
15.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be sent by email, for the attention of the relevant person, and to the relevant email address given below (or as notified by one party to the other in accordance with this Clause). If to the Provider, ______________ [EMAIL ADDRESS] with subject “Notice of Customer” If to the Customer, the email the customer used to register.
15.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below): where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

15.3 Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

16. Force Majeure Event
16.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

16.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will:
(a) forthwith notify the other; and
(b) will inform the other of the period for which it is estimated that such failure or delay will continue.

16.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

17. General
17.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach.

17.2 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

17.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

17.4 Each party hereby agrees that the other party may freely assign any or all of its contractual rights and/or obligations under this Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in this Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any contractual rights or obligations under this Agreement.

17.5 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party.

17.6 Subject to Clause 10.1:
(a) this Agreement and the acceptable use policy referred to in herein constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

17.7 This Agreement will be governed by and construed in accordance with the laws of the State of New York and the Federal or State courts of the State of New York, County of New York will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

17.8 Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
The customer has indicated the acceptance to this Agreement by clicking “Sign Up” at the Platform registration form.