LAST UPDATED: Wednesday, February 10, 2021
The Services are provided by Xiiiusa, LLC, a Utah limited liability company. If you have requests concerning these Terms and Conditions, please contact us at email@example.com.
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS (see section 8.2) THAT GOVERN HOW CLAIMS YOU AND Xiiiusa, LLC HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST Xiiiusa, LLC, TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
References to the “App” mean any mobile software application bot developed, owned, and operated by us.
References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
References to “Goods” means goods offered for sale by us via the Web site and/or Services.
References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
References to the “Services” mean the service offerings we make available to you, which may include use of our App, purchase and use of the Goods, and use of the Web site.
References to the “Terms” and/or “Agreement,” mean this, these Terms and Conditions as set forth herein.
References to “us,” “we,” “our,” and/or “Xiiiusa, LLC,” means Xiiiusa, LLC, a Utah limited liability company, including any and all trade names utilized thereby, including not limited to “thedei,” “digitalenterpriseinitiative,” “nwohub,” “plurbs,” “Novusordoseclorum”
References to the “Web site” mean, collectively, the Web sites bearing the URLs www.thedei.com, www.digitalenterpriseinitiative.com, www.nwohub.com, www.plurbs.com, www.novusordoseclorum.com as well as any other site or social media page operated by us.
References to “you,” and/or “User,” mean a general user of the Web site, user of our Services, or purchaser or user of our Goods.
1.2. Agreement to be Bound.
The following Terms and Conditions, together with any relevant information set out via the Services, including any features and services available, such as RSS feeds, podcasts, videos and photographs, publications, and other materials are subject to the Terms and Conditions set forth below. Please read them carefully as any of use of the Services constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Services, you represent that you are at least eighteen (18) years old or have written, parental or guardian consent, have read and understand the Terms and Conditions, and that you agree to be bound by these Terms and Conditions as set forth below.
SECTION II: GENERAL PROVISIONS
2.1. Accuracy, Completeness and Timeliness of Information.
We are not responsible if information made available via the Services is not accurate, complete, or current. You acknowledge that the Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. You acknowledge further that any reliance on the Services is at your own risk.
We do not warrant that any errors in the Services will be corrected.
2.4. Modifications and Changes to Terms and Conditions.
We may modify, add to, suspend or delete these Terms and Conditions or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Services and our emailing of a notice to registered Users. Your continued use of our Services, after modification, addition, or deletion of these Terms and Conditions shall be deemed to constitute acceptance by you of the modification, addition, or deletion.
2.5. Modifications and Changes.
We may modify, add to, suspend, or delete any aspect of the Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
Though we try to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Services will be at all times available.
We do not warrant that your computer, tablet, smartphone, or hardware will be able to access and/or support the Services.
2.7. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account for any reason whatsoever. In the event that we make a change to or cancel an Account, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data or rewards points deleted as a result of the Account termination.
2.8. Prohibited Uses.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Services; (c) to violate any international or governmental regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to impersonate any person or entity; (l) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services; (m) “frame” or “mirror” any part of the Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other service or Web site for any purpose; (n) modify, adapt, translate, reverse engineer, decipher, decompile, separate, or otherwise disassemble any portion of the Services or any software used on or for the Services; or (o) to interfere with or circumvent the security features of the Services. We reserve the right to terminate your use of the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
2.9. Reliance on Information at User’s Own Risk.
The information made available via the Services is intended as an informational tool only. Users agree and acknowledge that, due to the volatile and unpredictable nature of the industry in which the Services operate, success and profit is not guaranteed. Rather, success is dependent on User’s own understanding of the content provided and markets. The information provided is not intended to be a replacement for a mathematics, finance or business education. Information should not be relied upon or used as the sole basis for making decisions regarding trading and the markets.
SECTION III: ACCOUNTS
3.2. Multiple Accounts, Transfer Prohibited.
You agree you shall not have more than one (1) Account and shall not sell, trade, or transfer that Account to any other person or entity.
3.3. Right to Monitor; Suspend.
We shall have the right to monitor your Account in our sole and exclusive discretion. If we determine that you have violated the Account guidelines set forth in Section 3.3 or any other provisions of these Terms, we will restrict your access to the interactive services (chat rooms) or otherwise block your User Account for a minimum period of twenty-four (24) hours. In the event of egregious violations, your Account may be blocked for a longer period or permanently disabled, in our sole discretion and without recourse by you. We may consider appeals of suspensions and permanent exclusions based on our internal review. Our customer support and moderation teams review all requests for reinstatement, and we process these along with all other support requests in our entire discretion. We are not required to provide a reason for our decision and our decision on your appeal is final.
3.4. Reporting Abuse.
If you become aware of a violation of the Account guidelines set forth in Section 3.3 or any other provisions of these Terms by another User, you are encouraged to promptly notify us by writing to us at firstname.lastname@example.org. All reports will be held in confidence to the extent possible.
SECTION IV: APP SUBSCRIPTION FEES
4.1. Subscription Fees.
Users wishing to subscribe to our App may be required to pay a Subscription Fee in the amount set forth on at the time of purchase. We may increase these Subscription Fees from time to time, in our sole and exclusive discretion, where such changes shall take effect upon the next Billing Cycle (as defined in Section 4.2.) All Subscription Fees are expressed in U.S. Dollars ($USD.)
4.3. Automatic Billing.
Except for in the event of a trial premium subscription, all Subscription Fees as set forth herein shall be pre-paid, in full as per the selected billing cycle (which may be a month, quarter, or year, the “Billing Cycle,”) on the first (1st) day of the Billing Cycle, where the first (1st) day of the first (1st) Billing Cycle shall be the date upon which User registers for a premium subscription. User shall be billed on the same day thereafter at the beginning of each Billing Cycle.
4.3. Form of Payment.
Payment shall be made automatically via our payment processor, PayPal, by automatic debit.
Due to the electronic nature of the services that we provide, in no event other than material breach or of these Terms by us or a defect in the Services, shall a refund be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to User’s cancellation prior the end of the Billing Cycle and/or User’s failure to utilize the Services.
SECTION V: TERMS OF SALE
5.1. Sales Price.
The sale price for our Goods is as set forth on the checkout page and at the point of sale. Taxes, to the extent applicable, shall be included at the point of sale. Sales prices are subject to change at any time in our sole and exclusive discretion or that of our affiliated vendors.
5.2. Payment Method.
Payment shall be made electronically via the User’s selected payment method, including via major credit or debit card. Payments shall be processed immediately via PayPal.
5.3. Returns, Refunds, Exchanges.
Any claims for misprinted/damaged/defective Goods must be submitted within four (4) weeks after the Good has been received. For packages lost in transit, all claims must be submitted no later than four (4) weeks after the estimated delivery date. Claims deemed an error on our part are covered at our expense.
If you or your customers notice an issue on the Goods or anything else on the order, please submit a problem report.
The return address is set by default to the Xiiiusa, LLC, facility. When we receive a returned shipment, an automated email notification will be sent to you. Unclaimed returns get donated to charity after 4 weeks. If our facility isn’t used as the return address, you will be liable for any returned shipments you receive.
Wrong Address – If you or your end customer provide an address that is considered insufficient by the courier, the shipment will be returned to our facility. You will be liable for reshipment costs once we have confirmed an updated address with you (if and as applicable).
Unclaimed – Shipments that go unclaimed are returned to our facility and you will be liable for the cost of a reshipment to yourself or your end customer (if and as applicable).
If you haven’t registered an Account and added a billing method, you hereby agree that any returned orders due to the wrong shipping address or a failure to claim the shipment won’t be available for reshipping and will be donated to charity at your cost (without us issuing a refund).
We do not accept returns of goods that have been sealed for hygienic purposes, such as but not limited to face masks, which are not suitable for return due to health or hygiene reasons. You hereby agree that any returned orders with face masks won’t be available for reshipping and will be disposed of.
Returned by Customer – It is best to advise your end customers to contact you before returning any Goods. We do not refund orders for buyer’s remorse. Returns for Goods as well as size exchanges are at your expense and discretion. If you choose to accept returns or offer size exchanges to your end customers, you would need to place a new order at your expense for a new Good.
Notification for EU consumers: According to Article 16(c) and (e) of the Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights, the right of withdrawal may not be provided for:
- the supply of goods that are made to the consumer’s specifications or are clearly personalized;
- sealed goods which were unsealed after delivery and thus aren’t suitable for return due to health protection or hygiene reasons,
therefore Xiiiusa, LLC, reserves the right to refuse returns at its sole discretion.
5.4. Right of Refusal, Limitation, Change and Discontinuation.
In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail provided at the time the order was made.
We reserve the right to discontinue or otherwise limit the sale and/or provision of any and all Goods provided by us for any reason at any time in our sole and exclusive discretion.
Any offer for the sale of any and all Goods provided by us is void where prohibited.
Shipments of purchased Goods are via DHL, USPS, or UPS and may take up to fifteen (15) calendar days to arrive. We cannot be held liable for delayed shipments out of our control.
VI. INTELLECTUAL PROPERTY; PRIVACY
6.1. Intellectual Property Rights Not Waived.
This is an Agreement for access to and use of the Services, and you are not granted a license to any software or intellectual property by these Terms and Conditions. The Services are protected by U.S. and, where applicable, international intellectual property laws. The Services belong to us and are the property of us or our licensors (if any).
Furthermore, all material displayed or transmitted via the Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to email@example.com.
You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Services in accordance with these Terms and Conditions. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the Terms and Conditions specified in this Agreement. We reserve any rights not expressly granted under these Terms and Conditions.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User’s personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to the Services, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.
SECTION VII: third-party Advertisements, Promotions, and Links
7.1. Third-Party Advertisements and Promotions.
We may, from time to time, run advertisements and promotions from third parties via the Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers via the Services.
7.2. Use of Third-Party Tools.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the Services, including but not limited to the release of new tools. Such new features and/or services shall also be subject to these Terms and Conditions.
7.3. Third-Party Links.
Certain content, products and services available via our Services may include materials from third parties.
Third-party links may direct you to third-party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Web sites and/or services, or for any other materials, products, or services of third parties.
SECTION VIII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
8.1. Disclaimer of Warranty; Limitation of Liability.
(A) YOU AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER US, AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS WARRANT THAT THE use of the services SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO we MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF the services OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED.
(B) ANY INFORMATION PROVIDED VIA THE SERVICES, DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.
(C) IN NO EVENT SHALL WE or OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, personal injury or death, property damage, REPETITIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE services.
(D) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY utilizing THE SERVICES, YOU ACKNOWLEDGE AND AGREe TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE Utilize THE SERVICES.
(E) OUR LIABILITY, AND (AS APPLICABLE) OUR AFFILIATES, AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO FIFTY U.S. DOLLARS AND NO/CENTS ($50.00).
(F) NO ACTION REGARDLESS OF FORM, RELATING TO THE TRANSACTION UNDER THIS AGREEMENT MAY BE BROUGHT BY A USER MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING ARISE TO THE CAUSE OF ACTION HAS OCCURRED OR SHOULD HAVE DILIGENTLY BEEN DISCOVERED.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.
You agree to defend, indemnify, and hold us harmless, as well our AFFILIATES, AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PAtENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS from and against all claims, SUITS, and expenses, including attorneys’ fees, arising out of OR RELATED TO (a) YOUR USE OF THE SERVICES; (B) your noncompliance with or breach of this Agreement, INCLUDING OUR ACCOUNT GUIDELINES; (C) your use of third-party SERVICES, products, links, advertisements, and/or tools; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; (E) the unauthorized use of the SERVICES by any other person using your information; OR (f) your failure to comply with ANY state, local, or federal rule or regulation.
SECTION IV: GOVERNING LAW; ARBITRATION
9.1. Governing Law.
These Terms shall be governed and construed in accordance with the laws of the state of Utah, without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Washington County, Utah, and any cause of action that relates to or arises from these Terms and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 9.2, infra.
Any and all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Washington County, Utah. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the software services industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. No claims and disputes arising under or relating to this provision may be brought by a User more than one (1) year after the event giving rise to the cause of action has occurred or should diligently been discovered. Notwithstanding the forgoing, the parties shall be free to bring a request for injunctive relief before a court of competent jurisdiction in the event of immediate and irreparable harm.
SECTION X: MISCELLANEOUS
10.1. Customer Service.
Should you have any questions, comments or concerns regarding the Services, customer service may be contacted at any time via firstname.lastname@example.org. We strive to return all customer service inquires within forty-eight (48) business hours.
10.2. Affiliate Disclosure.
We may have an affiliate relationship with third parties and affiliates to whose products and/or services we link and promote through the Services. Because of this relationship we may earn a commission on products purchased by a User from a third-party affiliate.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.
Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
10.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond our control, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), pandemics, war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
We shall have the right to assign and/or transfer these Terms and Conditions and our rights and obligations hereunder to any third party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms and Conditions without our prior written consent in our sole and exclusive discretion.
10.7. Rights of Third Parties.
These Terms do not give any right to any third party unless explicitly stated herein.
10.8. Relationship of the Parties.
The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
The following provisions shall survive any termination or expiration of this Agreement: Sections VII, VIII, and IX.
Except as explicitly stated otherwise, any notices shall be given by postal mail to our registered agent and in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing.