Terms of Service

TERMS OF USE FOR SERVICE PARTNERS

  1. Agreement:

    Please read these terms of use ("Terms"), a legal agreement between CerebrAIx Technologies, a Company having its registered office at [Office address] (hereinafter "Company") of the first part AND the Service Partner of the second part (hereinafter collectively referred to as "you" , "yours" or "Service Partner"). The Terms shall govern use of and access to (the "Website") and the technology platform accessible through the Website which is an online marketplace connecting Registered Users (defined below) with Service Partners (hereinafter the "Software").

    Please carefully go through these Terms and the privacy policy available at https://cerebraix.com/privacy-policy of use ("Terms of Use") before you decide to access or use the Website and Software made available by the Company. These Terms and the Privacy Policy together constitute a legal agreement ("Agreement") between you and Company in connection with your access and use of the Website and Software.

    By clicking "sign up" or the 'I accept' tab at the time of registration, or by entering into an agreement with the Company to provide committed Services (defined below) as set out in these Terms, or through the continued use or accessing the Website and Software, You agree to be subject to these Terms.

    We request You to please read these Terms carefully and do not click "sign up" or "I accept" or continue the use of the Website and Software unless You agree fully with these Terms.

  2. Definitions:

    As used in these Terms, the following terms shall have the meaning set forth below:

    1. "Bid" shall mean the proposal that the Service Partner submits in response to the Brief shared by the Registered User through the Website and Software in respect of a Project. As per the Terms of Use, every Bid submitted by the Service Partner shall be routed through the Software and Website.

    2. "Brief" shall mean the details that the Registered User enters in the Software accessible through the Website regarding the Project which includes details such as the specifications, time lines, consideration/fees, deliverables etc. which is provided by a Registered User to the Service Partners so that they can Bid for the Project.

    3. "Effective Date" means the Date on which You accept these Terms by clicking 'Sign Up' or 'I Accept' or entering into an agreement with the Company.

    4. "Project" shall mean assignments pertaining to the Information Technology industry requiring professionals offering Services.

    5. "Registered User" means any person who signs up and registers as a user by creating an Account on the Software through the Website and who posts Briefs for Projects and invites Bids from Service Partners.

    6. "Registered User Information" means information regarding Registered Users which includes information such as information pertaining to name, legal status and address of the Registered User, Brief of the Project;

    7. "Service" means IT services provided by the Service Partner to the Registered Users registered.

    8. "Service Partner" means a duly qualified and experienced IT professional eligible and qualified to practise in India.

    9. "Service Partner Information" means information pertaining to his/her name, qualification, experience, specialization, consultation fees, education, professional memberships etc.

    10. "Work Order" shall mean a job assigned by the Registered User to the Service Partner via the Website after signing up the Term Sheet & Term Sheet Terms and Conditions online.

    11. All other capitalized terms shall have the meaning ascribed to them in the Other Terms.

  3. Registration as Service Partner

    1. In order to access and use the features available on the Software and the Website offered by the Company and for offering your Services you will need to accept the Terms and then create an account ("Account") and represent, warrant and covenant that you will provide accurate and complete registration information (including, but not limited to a user name ("User Name"), e-mail address and a password you will use to access the Software through the Website and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your Account.

    2. In order to be able to register yourself as a Service Partner on the Software through the Website, You represent and warrant to the Company that: (a) You are at least eighteen (18) years of age and have the authority to enter into this Agreement; (b) this Agreement is binding and enforceable against you; (c) If you are using the Website and Software on behalf of any other person/s (including individuals) or entity (including bodies corporate and others), you further represent and warrant that you are authorized to accept these Terms on such entity's/person's behalf, and that such entity agrees to indemnify the Company for violation of these Terms; (d)You have the adequate qualifications and experience and shall provide all the Services professionally and to the best of your skills and (e) most importantly that all the information provided at the time of registration is correct, verified and true.

    3. You agree that the information provided by you regarding your credentials and Your qualifications, experience, area of specialization, etc. are true and verified. As part of the registration process and at any time thereafter, You may be required to provide Us with various information such as Your Photo Id, Your qualifications and registration details with the concerned authorities and other information in order to prove that You are qualified to offer the Services. We may verify such information or may ask You for additional information. We may also make enquiries from third parties to verify the authenticity of Your information. You authorize Us to make such enquiries from such third parties, and You agree to hold them and Us harmless from any claim or liability arising from the request for or disclosure of such information.

    4. You agree that We may terminate Your access to or use of the Website and Software at any time if We are unable at any time to determine or verify the information provided by you at the time of or post registration. We reserve the right to carry out re-verification of the information provided by You as and when required, and the above rights and commitments will extend to re-verification as well.

    5. You agree that you will Bid for Briefs posted on the Website and if you win the Bid and get the Work Order for the Project then you will deliver and complete all Projects in a timely and efficient manner.

    6. You agree that if you sign the Work Order for the Project with the Registered User you will keep the Company informed and pay the Company the commission mutually agreed to between you and the Company.

    7. You are solely responsible for ensuring that Your use of the Website and Software complies with applicable law. You will also ensure that Your use of the Website and Software is always in accordance with these Terms.

    8. You shall keep Your information updated and will inform Us immediately should any portion of Your information be revoked, is cancelled or expires.

    9. In case Company is of the opinion that the Services provided by you to a Registered User on a Project are unsatisfactory or deficient in some way, then it reserves the right to cancel your account from the Website and Software.

    10. The Company, at this stage, shall provide you access to the Website and Software free of cost. The Company, however, reserves the right to charge a fee to You at a future date for using the Website and Software (Platform Fee) and a certain commission that will be applicable by you to the Company when you win a Bid and sign a Work Order with a Registered User by using this Website and Software (Commission). You and the Company will agree to a fixed amount which will be payable by You to Company as Platform Fee and Commission.

  4. Grant of Rights:

    1. This Website is owned and operated by the Company. All the content featured or displayed on this Website and Software, including, but not limited to, text, graphics, data, images(photographic and moving), illustrations, pitches, client lists, summary of proposals, briefs, other information incidental thereto and selection and arrangement thereof (the 'Content' excluding the Registered User Information and Service Partner Information), is owned by the Company.

    2. The Company owns all rights, title and interest, including all intellectual property rights such as copyright, trademarks, trade secrets, patent and other proprietary rights in and to the Website, Content and the Software, the present or future modifications / up gradations thereof and standard enhancements thereto.

    3. The Company subject to the terms of the Agreement, grants You and You accept a non-exclusive, personal, non-transferable, limited right to have access to and use the Software, the Website and services offered therein for the duration you are registered with Us as a Service Partner.

    4. The Terms do not and shall not transfer any ownership or proprietary interest in the Software or Website from the Company to You, except as may be otherwise expressly provided in these Terms or as may be agreed to by and between Company and You.

    5. The Company hereby states that the Registered User Information provided on the Software and or Website is proprietary to and owned by the Registered Users and is provided to you under license.

    6. The license granted hereunder is for the limited purpose to use the Software, Website and Registered User Information expressly granted by these Terms and You shall not obtain any rights thereto.

    7. You agree that You are the owner of all rights, including all intellectual property rights in the Service Partner Information that You post on the Website and/ or Software and provide to Company.

    8. You hereby grant Us and the Registered Users a perpetual, non-revocable, worldwide, royalty-free license to make use of the Service Partner Information including the right to copy, distribute, display, reproduce, modify, adapt, the Service Partner Information, and create derivate works of as the case may be.

  5. Use of the Software:

    1. You may use the Software to create your Account and access the various features and services available on the Website and the Software and upload Your profile containing Your name, qualification, experience, specialization, your consultation fees, education, professional memberships, etc.

    2. You may use the Software and Website for receiving notifications and updates regarding Briefs which Registered Users post on the Website and Software.

    3. You may use the Software and Website to Bid for Projects posted by various Registered Users.

    4. You may receive highly sensitive User Information such as details about the Projects pertaining to specification, time lines, consideration/fees etc. which is provided by a Registered User.

    5. You may use the Software to communicate with the Registered Users with respect to the Projects, analyse and review the progress of the Projects, get alerts from Registered Users, keep track of the Project schedule, etc.

    6. You may use the Software to receive fees for Services offered to the Registered Users in relation to the Project.

    7. You will not use this Software or any feature provided therein for any purposes not intended under the Terms. You will not permit any third party to have access to the Software or to use the Software without Our prior written consent. You will not allow any third party to access the Software or provide information to Registered Users on the Software or Website.

    8. You may not (a) use the Software for time-sharing, rental or service bureau purposes; (b) make the Software, in whole or in part, available to any other person, entity or business; (c) modify the contents of the Software or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement; (d) copy, reverse engineer, decompile or disassemble the Software; or (e) modify the Software or combine the Software with any other software or services not provided or approved by Us.

    9. You will not deliberately use the Software in any way that is unlawful or harms Us, our directors, employees, affiliates, distributors, partners and/or any Registered User and/or data or content on the Software.

    10. You undertake that Your use of this Software shall be subjected to the following restrictions (a) You will not delete or modify any content on the Website/Application including but not limited to, legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos, that You do not own or have express permission to modify; (b) You will not decompile, reverse engineer, or disassemble the Software, or You will not remove any copyright, trademark registration, or other proprietary notices from the Website and/or Software. You further agree not to access or use this Website or Software in any manner that may be harmful to the operation of this Software or its content; (c) You will not use the Software and / or services in any way that is unlawful, or harms the Company or any other person or entity, as determined in the Company's sole discretion; (d) You will not engage in any form of antisocial, disrupting, or destructive acts, including "flaming", "spamming", "flooding", "trolling", "phishing" and "griefing" as those terms are commonly understood and used on the Internet and (e)You will not host, display, upload, modify, publish, transmit, update or share any information that ?belongs to another person and to which the user does not have any right to; is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another‘s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; harm minors in any way; infringes any patent, trademark, copyright or other proprietary rights(s), violates any law for the time being in force; deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; impersonate another person; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

    11. You will immediately notify Us of any breach or suspected breach of the security of the Software of which You become aware, or any unauthorized use or disclosure of information within or obtained from the Software, and You will take such action to mitigate the breach or suspected breach as We may direct, and will cooperate with Us in investigating and mitigating such breach.

    12. You will provide the Services and execute the Project as per agreed deliverables once you win the Bid in case of customized solutions and will provide the Services as per the understanding with the Registered User.

  6. The Service and the Registered User:

    1. You undertake to provide Services in accordance with the Terms to the Registered Users. You shall review the Brief and send your Bid for the Project and shall quote your fixed fees or hourly rates. In the event you win the Bid then the Project shall be assigned by the Registered User to You and issue you a Work Order which stipulates the term sheet and the terms and conditions of the Project. You hereby declare that you have the requisite experience and expertise to render the Services and that You shall assume an obligation to provide such Services in accordance with the terms and conditions and to fully meet the same.

    2. If You win the Bid and the Registered User issues you a Work Order then you should keep the Company informed of the same and not bypass the understanding with the Company regarding the payment of Commission. If you do not inform the Company this will amount to a breach of the Terms and could lead to termination and the Company will also have the right to initiate appropriate legal actions to address such a breach.

  7. The role of the Company:

    1. Company does not offer Services on its own but provides a marketplace for connecting Service Partners with Registered Users. Company‘s role is limited to a) providing a platform for the Service Partners to connect with Registered Users, b) providing a platform for Service Partners to receive information and updates pertaining to various Briefs for Projects updated by the Registered Users, (c) allowing the Service Partners to directly Bid for Projects provided by Registered Users (d) provide the Software to help Service Partners keep track of the Projects of Registered Users, (e) providing a platform for facilitating collection and disbursal of consultation and service fees for Service Partners.

    2. The Company may help the Registered User in selecting the best Bids submitted by Service Partners in relation to the posting of a Brief by the Registered User and selecting the most suitable Service Partner for the Project, but such help does not create any liability on the Company as to the matters incidental thereto in relation to the Services provided by the Service Partner and payments made by the parties. Company is not responsible for the dealings between Registered User and Service Partner including but not limited to losses arising out of non-delivery, poor quality of delivery, partial delivery, excess delivery or late delivery of agreed deliverable, partial payment, deductions on payment, delayed payment, non payment, withdrawal of Brief or pitch or, change of Brief or pitch.

    3. Company does not direct, has no control over, makes no representations; and does not guarantee the quality, safety or credibility of the Services, the truth or accuracy of Briefs and summary of proposals, qualifications, background, the ability of Service Partner to deliver Services, the ability of Registered Users to pay for the Services, or that a Registered User or Service Partner can or will actually complete a transaction. Company is not responsible if the Service Partner decides not to participate in a Project post winning the Bid. Company is not responsible if a Registered User decides to not participate in a Project post accepting a Bid.

    4. Company is not a party to the dealings between Registered Users and Service Partners, including Bids, Briefs, pitches, performance of Service Partners and payment for a Project.

    5. Registered Users and Service Partners are independent contractors. Company is not responsible for and disclaims any and all liability related to the actions of Registered Users and Service Partners.

    6. Company‘s role is that of an ‘intermediary‘ as defined under the Information Technology Act, 2000 and the rules thereunder. Being an intermediary, the Company is merely providing a platform to the Service Partners and thus has no responsibility and / or liability in respect of the Services and transactions being conducted on the Website and/or Software.

    7. Company does not have the obligation to pre-screen or monitor the quality of the Services being provided by the Service Partner at any time. However, Company may elect to monitor and remove any Service Partner from the Website and/or Software if the Company determines in its sole discretion that such Service Partner is rendering Services in violation of the Terms of Use or any applicable law and best practices. Where the Company removes any such Service Partner from the Website and/or Software, Company will make reasonable efforts to inform the Service Partner of the same. Such actions do not in any manner negate or dilute Company‘s position as an intermediary or impose any liability on Company with respect to the Services offered by the Service Partner.

    8. If Company suspects any illegal, wrongful or fraudulent activity on the Website and/or Software by any Service Partner, notwithstanding any other rights Company may have, Company reserves the right to inform the relevant government or law enforcement authorities. Company will cooperate in all investigative procedures or requests for access / information initiated by any such government or law enforcement authorities.

  8. Confidentiality Information:

    1. You will treat all information received from Us and the Registered Users on the Website and Software as confidential. You may not disclose such confidential information to any other person, and You may not use any confidential information except as provided herein. Except as otherwise provided in Terms, You may not, at any time, during or after the applicability of these Terms, directly or indirectly, divulge or disclose confidential information for any purpose or use confidential information for Your own benefit or for the purposes or benefit of any other person. You agree to hold all confidential information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of confidential information, and to keep the confidential information from being disclosed into the public domain or into the possession of persons not bound to maintain confidentiality. You will disclose confidential information only to your employees, agents or contractors who have a need to use it for the purposes permitted under the Terms only. You will inform all such recipients of the confidential nature of confidential information and will instruct them to deal with confidential information in accordance with these Terms.

    2. You will promptly notify Us in writing of any improper disclosure, misappropriation, or misuse of the confidential information by any person, which may come to Your attention.

    3. You agree that We will suffer irreparable harm if You fail to comply with the obligations set forth in this Section, and You further agree that monetary damages will be inadequate to compensate Us for any such breach. Accordingly, You agree that We will, in addition to any other remedies available to Us at law or in equity, be entitled to seek injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.

    4. This Section will survive the termination or expiration of these Terms or Agreement for any reason.

  9. Disclaimer and Exclusion of Warranties:

    1. THE SOFTWARE, THE WEBSITE AND THE SERVICES CONNECTED THEREWITH AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SOFTWARE OR THE INFORMATION IN THE SOFTWARE, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PARTNERS OR THE SYSTEM.

    2. YOU ACKNOWLEDGE THAT REGISTERED USERS HAVE ACCESS TO THE WEBSITE AND SOFTWARE AND ARE RECEIVING OUR SERVICES. SUCH REGISTEERED USERS HAVE COMMITTED TO COMPLY WITH TERMS SET OUT WITH THEM AND OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SOFTWARE; HOWEVER, THE ACTIONS OF SUCH REGISTERED USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE SOFTWARE RESULTING FROM ANY REGISTERED USERS‘ ACTIONS OR FAILURES TO ACT.

    3. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR THE CONSEQUENCES TO YOU ARISING BECAUSE OF YOUR USE OF THE WEBSITE, SOFTWARE OR THE SERVICES. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY INCORRECT INFORMATION PROVIDED TO YOU BY ANY REGISTERED USER AND FOR ANY FAILURE TO RECEIVE PAYMENT OR NON-PAYMENT OF CONSULTANCY FEES BY REGISTERED USERS.

    4. WE DO NOT WARRANT THAT YOUR USE OF THE WEBSITE, SOFTWARE AND THE SERVICES UNDER THESE TERMS WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO YOU.

  10. Limitation Of Liability:

    NOTWITHSTANDING THE ABOVE, IN THE EVENT COMPANY SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND COMPANY AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF ANY FEES RECEIVED BY COMPANY FROM YOU IN THE PRECEDING TWELVE MONTHS IN CONNECTION WITH USE OF THE WEBSITE AND SOFTWARE. YOU AND COMPANY AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND COMPANY. YOU ACKNOWLEDGE THAT WITHOUT YOUR ASSENT TO THIS SECTION, COMPANY WOULD NOT PROVIDE ACCESS TO THE WEBSITE, APPLICATION, SOFTWARE AND SERVICES, TO YOU.

  11. Indemnification:

    You agree to indemnify, defend, and hold harmless the Company, Our affiliates, officers, directors, and agents, from and against any and all loss, injury, bodily harm, death due to negligence or otherwise, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, arising out of or occurring in connection with: (a) any Registered User relying or acting upon the proposal or any other information posted by you on the Software and Website relating to the Project posted by the Registered User; (b) any breach by You of the Terms or any representations or warranties contained in these Terms; (c) the actions of any person gaining access to the Software under a User Name assigned to You; (d) the actions of anyone using a User name, password or other unique identifier assigned to You that adversely affects the Software or any information accessed through the Software; (e)Your unauthorized use of the Content or the Website; or (f) your violation of any rights of another.

  12. Termination /Modification/Suspension:

    1. These Terms will continue to apply until terminated by either you or Company at any time without cause upon thirty (30) days prior written notice.

    2. The Company may at any time, terminate its legal agreement with you if you have breached any provision of the terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the terms).

    3. We may update or change the Software or the Website and/or the Terms and/ or levy service fee for using this Software (Service Fee) or Website from time to time and recommend that You review these Terms on a regular basis. You understand and agree that Your continued use of the Software and Website after the Terms have been updated or changed constitutes Your acceptance of the revised Terms.

    4. Notwithstanding anything to the contrary in these Terms, We have the right, on providing notice to You, immediately to terminate, suspend, or amend the provision of your Services on the platform without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law; or (c) if performance of any term of these Terms by either Party would cause it to be in violation of law.

    5. We may suspend Your services immediately pending Your cure of any breach of these Terms, or in the event We determine in Our sole discretion that access to or use of the Software by You may jeopardize the Software or the confidentiality, privacy, security, integrity or availability of information within the Software or that You have violated or may violate these Terms, or have jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Software with any User Name assigned to You. Our election to suspend your services shall not waive or affect Our rights to terminate these Terms as applicable to You as permitted under these Terms.

    6. Upon termination, You will cease to use the Software and We will terminate Your access to the Software. Upon termination for any reason, You will remove all Software provided under Terms from Your computer systems, You will cease to have access to the Software, and You will return to Us all hardware, software and documentation provided by or on behalf of Us.

  13. Governing Law And Jurisdiction:

    The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of India.

  14. Arbitration:

    1. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, or to Your use of the Website and/or Application or its features or the information to which it gives access, shall be determined by Arbitration in India, before a single arbitrator in accordance with the Arbitration and Conciliation Act 1996 along with all amendments. The venue of such arbitration shall be New Delhi, India. The governing law of the Agreement shall be the substantive law of India. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. The award shall be final and binding on the Parties.

    2. The Parties shall have the right to apply to a court of competent jurisdiction to obtain interim injunctive relief in respect of any dispute, pending resolution of such dispute in accordance with the Agreement.

  15. Miscellaneous Provisions:

    1. Severability: If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from the Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event the Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.

    2. Notices: All notices and other communications required or permitted hereunder to be given to a Party shall be in writing, in the English language, and shall be sent by facsimile, e-mail, or mailed by prepaid nationally-recognized courier, or otherwise delivered by hand or by messenger, addressed to such Party‘s address as set forth above

    3. Waiver: No term of the Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

    4. Force Majeure: Company shall not be liable for any downtime or delay or unavailability of the Software including the Website and/or Application caused by circumstances beyond Company‘s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems, internet service Partner failures or delays, or denial of service attacks.

    5. Assignment: You may not assign or sub-license, without the prior written consent of Company, the rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.

    6. Conflict: In the event there is any conflict between the terms set out in these Terms, the Privacy Policy, and any other policies applicable to specific pages of the Website, the following order of prevalence shall apply: (i) the Privacy Policy (ii) these Terms, and (iii) any other policies applicable to specific pages of the Website.

    7. The Terms contains the entire understanding of the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of the Terms of Use other than those contained or referenced in the Terms of Use.

    Last updated 1st October 2016.