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Service Agreement

 

This Service agreement (the “Agreement”) made pursuant to a Subscription Form (as defined below) constitutes a binding contract between Truly Detection Ltd. (“Company”, "we", "us", "our"), whose registered address is at 2 Asa Kadmoni St. Tel-Aviv, Israel and the organization identified in the Subscription Form and anyone on its behalf, including Users (as defined below) (“Customer”).

If Customer has purchased the subscription hereunder from a partner, reseller or distributor authorized by Company ("Reseller"), to the extent there is any conflict between this Agreement and the agreement entered between Customer and the respective Reseller, including any subscription form ("Reseller Subscription Form"), then, as between Customer and Company, this Agreement shall prevail. Any rights granted to Customer in such Reseller Order Form which are not contained in this Agreement, apply only in connection with such Reseller. In that case, Customer must seek redress or realization or enforcement of such rights solely with such Reseller and not Company.

WHEREAS, the Company develops and offers an AI technology-powered solution for analyzing audio, chats and videos to mitigate deepfakes (the “Service”), in accordance with the Truly Data Processing Addendum https://truly.ws/dpa and Truly Privacy Policy https://truly.ws/privacy-policy which is incorporated herein; and

WHEREAS, Customer is interested in using the Service for analyzing video, audio and chat recordings to mitigate deepfake threats, for its individual use;

NOW THEREFORE, in consideration of the mutual covenants hereinafter, by Customer agreeing to a Subscription Form or Reseller Subscription Form which references this Agreement, the Parties agree as follows:

  1. Definitions
  • “Customer Data” means the data Customer provides to the Company or uploads to the Service directly, including video, audio and chat recordings of natural persons provided to the Company through the Service on Customer behalf.
  • “Feedback” means information or content concerning enhancements, changes, or additions to the Service or other the Company’s offerings, that are requested, desired or suggested by the Customer.
  • “Output Data” means various reports, analytics, and other types of information and data that the Service may generate, provide or make available to Customer.
  • "Service Data” means non-personal meta-data and analytics about how the Customer and its Users use the Service, the performance of the Service, and the Service’s compatibility and interoperability.
  • “Subscription Form” means the document that Customer has accepted or signed including the proposal document that Customer has received from the Company and is referenced, specifying, among others, the Customer’s details, the duration of the provision of the Service to Customer, the fees and payment terms applicable to this Agreement, the usage metrics, parameters and capacity limitations for the Customer’s use of the Service, the integrations supported, timetables and rollout plan.
  • “Term” means the period of this Agreement as specified in Section ‎8 below.
  • “User” means authorized users of Customer, such as employees, agents, clients and anyone on Customer’s behalf who is authorized to use the Service.
  1. Access and use the Service and the Output Data
  • Subject to the provisions of this Agreement, the Company grants Customer and its Users, a worldwide right to access to use the Service and Output Data, from the Start Date specified in the Subscription Form and throughout the Term, strictly for the Customer’s individual use, pursuant to the usage parameters, capacity limits and other metrics specified in the Subscription Form. Customer may use the Service subject to the use limitations specified in this Agreement and the respective Subscription Form or Reseller Subscription Form (if purchased via Reseller) and applicable laws and regulations.
  • During the Term, Customer may request to change the usage parameters, capacity limits and other metrics applicable to its use of the Service by mutual written agreement (email being sufficient) with the Company or the Reseller (as applicable). Where such changes are agreed, they are incorporated by reference into the Subscription Form or the Reseller Subscription Form and apply pursuant to the conditions mutually agreed to, including with respect to the new fees agreed to in light of the change.
  • Customer must ensure that it and its Users fully comply with this Agreement and the Terms. Customer shall be liable to the Company for all acts or omissions of those that use and deal with the Service on its behalf, as though Customer had performed those acts or omissions. By accessing or using the Service, the Customer agrees to be bound by the terms set forth in this Agreement, as well as the any applicable Reseller-specific terms. The Company retains ownership of the Services and maintains its standard policies on service delivery, data protection, licensing, and second line support. The Reseller is responsible for facilitating access, commercial terms, and first-line support, unless otherwise agreed.
  • The Customer and the Company shall adhere to any other terms and conditions agreed to in the Subscription Form. The Customer and the Reseller shall adhere to any other terms and conditions agreed to in the Reseller Subscription Form
  • Customer covenants that Customer and its Users will use the Service only in compliance with all applicable laws and regulations, this Agreement and any reasonable use policies or instructions issued by the Company, including complying with applicable privacy laws, wiretapping laws, maintaining privacy notices, notifying data subjects of data processing by the Company as service providers and lawfully processing personal data of natural persons. Customer and its Users shall be solely responsible for complying with such laws.
  • Customer is responsible for maintaining the confidentiality of its Service login credentials. Customer is solely responsible for any decision-making based on the Output Data, and for all consequences resulting therefrom.
  1. Restrictions.
  • Customer and its Users shall not:
    • Sublicense, transfer or assign the Service or any part thereof to any third party, with or without consideration;
    • allow any third parties to use the Service, other than Customer’s Users;
    • remove, or in any manner alter, any product identification, proprietary, trademark, copyright or other notices contained in the Service;
    • knowingly interfere with, burden or disrupt the Service’s functionality;
    • work around any technical limitations of the Service, or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
    • breach the security of the Service, identify, probe or scan any security vulnerabilities in the Service other than such activities performed in mutual agreement with the Company;
    • knowingly send any virus, worm, Trojan horse or other malicious or harmful code or attachment;
    • use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.
    • Decompile, disassemble, reverse engineer, or otherwise attempt to identify the underlying source code of the Service, unless these activities are guaranteed and non-waivable rights under applicable law, in which case you shall first notify the Company of the steps you wisht to take; or
    • Access and use the Service in order to develop, or create, or permit others to develop or create, a product or service competing with the Service.
  • The Company has no obligation to monitor that Customer’s use of the Services complies with this Agreement but may elect to do so. The Company may suspend the provision of the Services to the Customer upon notice and good-faith discussion with the Customer if the Company reasonably believes that the Customer is in violation of the foregoing in a manner detrimental to the Company or to the proper operation of the Service.
  1. Intellectual Property
  • The Service is a proprietary offering of the Company, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is offered to Customer for use and access only in accordance with the terms of this Agreement and is not sold or licensed in any other way.
  • Except for Customer’s limited access to use the Service during the Term, this Agreement does not grant or assign to Customer any other license, right, title, or interest in or to the Service, or the intellectual property rights associated with them. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service and Service Data (but not the Customer Data and Output Data), including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, are and will remain at all times, owned by, or licensed, to the Company.
  • Customer owns all right, title and interest in and to Customer Data and Output Data and warrant to have all required licenses and permissions to provide the Customer Data or generate the Output data through the Service. Subject to any applicable law the Customer is the owner of all rights, title and interest thereto. Without derogating from the forgoing, by using the Service, Customer grants the Company and its third-party service providers a license to use the Customer Data and Output Data, strictly for the proper provision of the Service to the Customer.
  • Customer may provide the Company with Feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, content and accuracy of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that Customer requests, desires or suggests. Customer hereby assigns, without charge, all right, title and interest in and to the Feedback to the Company, including the right to make commercial use thereof, for any purpose the Company deems appropriate.
  • The Service includes certain open source code software and materials (as shall be listed in the Documentation and updated from time to time that are subject to their respective open source licenses and not to this Agreement). Such open source licenses contain lists of conditions with respect to warranty, copyright policy and other provisions. If, and to the extent, any of the foregoing open source code licenses require that the source code of their corresponding open source code software and materials be made available to you, and such source code was not delivered to you, then Company hereby extends a written offer, valid for the period prescribed in such respective open source code licenses, to obtain a copy of the source code of the corresponding open source code software, from us.
  1. Confidentiality and Data
  • ”Confidential Information” shall mean any and all information disclosed by one party (”Disclosing Party”) to the other (”Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs, trade secrets, data, methodologies, techniques, non-published patent applications and any other data or information, as well as improvements and know-how related thereto.
  • Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only for the purpose of performing its obligations under this Agreement.
  • The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party's part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has agreed in this Agreement or provided its prior written approval for use or disclosure; or (v) Receiving Party are required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.
  • Customer acknowledges and agrees that the Company will handle and use (by itself or by using third-party service providers) the Service Data as follows:
    • To provide the Service to Customer, conduct administrative and technical activities necessary to maintain and provide the Service and to improve and customize the Service on Customer behalf;
    • To conduct analysis or generate metrics related to the Service on Customer behalf;
    • To bill and collect fees, enforce this Agreement and take any action in any case of dispute, or legal proceeding of any kind involving Customer with respect to this Agreement;
    • To prevent fraud, misappropriation, infringements, and other illegal activities and misuse of the Service;
  • The Company may identify Customer and indicate that Customer is a client of the Service on the Company’s website and in other online or offline marketing materials and press releases. Customer hereby grants the Company a worldwide, non-exclusive, non-transferable, royalty-free and free of charge, license, to use Customer’s name, logo, and website URL on its website and in other online or offline marketing materials relating to the Service.
  1. Fees
  • In consideration of the Service, Customer will pay the Company the fees specified in the Subscription Form according to the payment schemes, payment terms and payment cycles specified therein and as set out below. The Company will issue to the Customer a billing statement specifying the fees due Form according to the payment schemes, payment terms and payment cycles specified in the Subscription Form. The Customer shall remit the payment due to the Company's bank account information which the Company will provide to the Customer.
  • All Customer’s payment obligations to the Company are non-cancelable and non-refundable. Customer is responsible for paying all fees applicable to its subscription to the Service, whether or not it actively used, accessed or otherwise benefited from the Service.
  • Failure to settle any overdue fees within twenty one (21) calendar days of the original due date will constitute a material breach of this Agreement and, without limiting any remedies available to the Company, the Company may, following written notice to the Customer: (i) terminate this Agreement; or (ii) suspend performance of or access to the Service, until payment is made current. Late payments shall bear interest at the rate of six percent (6%) per annum. Customer will reimburse the Company for legal costs and attorney fees the Company incurs in the course of collecting Customer’s overdue fees.
  • Unless stated differently in the Subscription Form, fees are exclusive of any sales tax, VAT, withholding tax or other governmental charges or transaction charges. Each party is solely responsible for reporting its payments and Commission as income to the relevant tax authorities and paying all taxes applicable, as required by the applicable tax laws. Each party will promptly complete and submit to the other party all tax forms, tax certificates or tax authorizations reasonably necessary, under the applicable tax laws, to enable the other party to properly determine its tax obligations related to the payments and fees.
  • If Customer purchased the subscription via a Reseller, the subscription is subject to the full payment of the applicable fees as set forth in the Reseller Subscription Form between Customer and the respective Reseller. All payments shall be made directly to Reseller, as agreed between Customer and Reseller. If Customer is entitled to a refund under the terms and conditions of this Agreement, then, unless Company specifies otherwise, Company will refund any applicable fees to the Reseller, and the Reseller alone will be responsible for refunding the appropriate amounts to Customer
  1. Term and Termination
  • Unless otherwise specified in the applicable Subscription Form or the Reseller Subscription Form and except for any trial periods provided, this Agreement will be in effect for 12 months, and will be automatically renewed for additional periods, unless a party notifies the other party in writing (email being sufficient) of its desire not to renew the Agreement at least 15 days prior to the end of the then-current term (the “Term”).
  • Either party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach of this Agreement, the Subscription Form or the Reseller Subscription Form to the other party, provided such breach remains uncured following thirty (30) days following receipt of the notice thereof, but if a breach is of a nature that cannot be cured, then the non-breaching party may terminate the Agreement immediately upon notice to the other party; or (ii) if the other party (including the Reseller) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, which proceedings are not dismissed within sixty (60) days of their commencement or assignment for the benefit of creditors.
  • Following termination of this Agreement:
    • The Company will terminate Customers’ access to the Service;
    • Each party shall delete the other party’s Confidential Information
    • Customer shall cease any and all use of the Service;
    • The Company will bill the Customer for all then-outstanding Service fees (if any);
  • Sections ‎4, ‎5, ‎6, ‎8.3, ‎9.3-‎9.4, ‎1-‎12 of this Agreement will survive termination or expiration of this Agreement.
  1. Warranty and Limitation of Liability
  • Mutual Representations and Warranties. Each party represents and warrants that it has full right, power, and authority to agree to this Agreement and to perform its obligations and duties under the Agreement, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound. Each party shall use the Service only for lawful purposes and in accordance with this Agreement. Each party will comply with all applicable laws and regulations in its performance and use under this Agreement.
  • Customer Representations and Warranties. Customer represents and warrants that: (a) its use of the Service, including any Customer Data provided by Customer for use with the Service or handling by Company, will: (i) comply with any applicable law or regulation, (ii) not cause a breach of any agreement with or rights of any third party and (iii) not unreasonably interfere with use of services offered by the Company to third parties; and (b) it shall use the Service strictly in accordance with this Agreement and other written instructions (e.g., product documentation, release notes etc.) provided by Company. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Company will have the right to suspend immediately any of the Service to prevent harm to Company or its business. If practicable, Company will provide notice and opportunity to cure. Once cured, at the Company’s reasonable discretion, Company will use reasonable efforts to promptly restore the Service.
  • Company Representations and Warranties. The Company will endeavor to have the Service operate properly. However, as a service that relies on software, infrastructure, servers, third-party networks and continuous internet connectivity outside the control of the Company, the Company cannot guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. If the Company or the Reseller becomes aware of any failure or malfunction, they shall attempt to regain the Service’s availability as soon as practicable. In addition, the Customer acknowledges that the Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control. The Company shall provide advance notice by e-mail of any scheduled Service disruption.
  • The Company shall have no liability for data or data input, output, accuracy, and suitability, which shall be deemed under Customer's exclusive control.
  • Furthermore, Customer agrees that Artificial intelligence and machine learning are rapidly advancing fields. Due to the probabilistic nature of machine learning, there may be instances where the Output generated by our Services does not accurately represent real people, places, or facts. The Customer and its Users acknowledge and agree as follows:
  • The Output Data may be inaccurate or incomplete, and that the Output Data is not the sole source of truth or factual information,
  • The Service is not a substitute for professional advice.
  • It is Customer’s responsibility to assess the accuracy and suitability of the Output Data for Customer’s specific use case, including conducting human review when necessary. Customer and its Users use of the Output Data is solely at their own risk.
  • Customer must not use any Output Data about a person for decisions that could have legal or material consequences for such person, such as those related to credit, education, employment, housing, insurance, legal matters, or medical issues.
  • The Company Service may generate incomplete, incorrect, or offensive Output Data that does not reflect the Company's views. References to third-party products or services within the Output Data do not imply endorsement or affiliation with the Company.
  • Due to the nature of machine learning technology with AI-generated answers based on the Customer Data, the Output Data from the Service may not be unique. Other clients of the Service may receive Output Data that is similar or identical to the Output Data you received.
    • Customer’s sole remedy for the breach of this warranty is that the Company, once notified of the breach by the Customer, will repair or replace the impacted Service within a reasonable time, so that it substantially conform to the features, abilities and functions specified in the Service’s documentation provided to the Customer by the Company.
    • The above warranty does not apply to the extent that any error or interruption in the Service results from: incorrect operation or use of the Service by the Customer including any failure to follow the policies or instructions issued by the Company; use of any of the Service other than for the purposes for which it is intended; use of any Service with other software or services or on equipment with which it is incompatible per the Company-provided documentation; any act by any third party (excluding service or technology providers of the Company unless they experience general issues of reduced performance or availability across their customer-base), such as unavailability of services, hacking or the introduction of any virus or malicious code, which could not have been prevented by the Company using reasonable and customary safeguards and precautions; modifications to the Service (other than that undertaken by the Company or at its direction); or any breach of this Agreement by the Customer.
    • EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, THE SERVICE IS PROVIDED FOR USE AS-IS. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY AND THE OUTPUT DATA, INCLUDING ANY WARRANTIES OF ABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, CONTINUOUS UNINTERRUPTED USE, NON-INFRINGEMENT, AND TITLE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY RESELLER TO CUSTOMER
    • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT, FRAUD, DEATH OR PERSONAL INJURY, THE CUSTOMER’S PAYMENT OBLIGATIONS PURSUANT TO SECTION ‎‎6, INFRINGEMENT OF THE COMPANY’S INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER LOSSES OF THE COMPANY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY (INCLUDING ITS DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS AND ANYONE ACTING ON ITS BEHALF), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICE, OR THE OUTPUT DATA, SHALL BE LIMITED TO THE FEES ACTUALLY PAID TO THE COMPANY FOR THE SERVICE IN THE PRECEDING TWELVE MONTHS PRIOR TO THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM OCCURRED.
    • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT, FRAUD, DEATH OR PERSONAL INJURY, THE CUSTOMER’S PAYMENT OBLIGATIONS PURSUANT TO SECTION 6, INFRINGEMENT OF THE COMPANY’S INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER LOSSES OF THE COMPANY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OR OF RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY.
  1. Indemnity
  • Subject to this Agreement and without derogating from the foregoing, Company shall defend and indemnify Customer and its respective directors, officers, employees, consultants, successors and assigns (collectively “Customer Indemnitee”) from and against any claim by a third party alleging that the use of the Service as contemplated under this Agreement, infringes a third party’s patent, copyright, trade secret or other Intellectual Property rights which are enforceable in the jurisdictions in which the Customer’s support teams operate. Notwithstanding the foregoing, Company shall have no liability or obligation to Customer Indemnitees with respect to any claim for infringement relating to: (1) Customer’s use of the Service in combination with other products not provided or endorsed by Company; (2) modifications or alterations of the Service which are not performed by Company or with its permission; (3) a breach or alleged breach by Customer of its representations, under the Agreement; in any case of (1) – (3) above, only to the extent that the Service would not be infringing in the absence of such circumstances.
  • Customer shall defend, indemnify and hold harmless the Company and its directors, officers, employees, and its subsidiaries (collectively “Company Indemnitee”), upon Company’s request and at Customer’s expense, from, and against, any damages, liabilities, loss, costs, expenses and payments, including, but not limited to, reasonable attorney’s fees and legal expenses, arising out of any claim, suit, action, arbitration or proceeding brought against a Company Indemnitee, relating to: (a) a breach or alleged breach by Customer of any of its representations, warranties, covenants or obligations hereunder; (b) infringement or misappropriation of any Intellectual Property rights by Customer; (c) any negligence or willful misconduct of Customer or its Users or other representatives; (d) any claims in connection with the Customer Data; (e) an allegation that Customer’s use of or access to the Service causes or results in a data breach, resulting in the unauthorized access to or acquisition of personal data or personally identifiable information; (f) an allegation that Customer did not comply with applicable data protection laws or wiretapping laws with regard to obtaining and providing Customer Data to the Company for the Company’s performance of its responsibilities hereunder; or (g) alteration or modification to the Service by Customer or any other third party.
  • The indemnified party shall promptly notify the indemnifying party in writing of any claim for which it seeks indemnification hereunder; provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnifying party shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any such claim; provided, however, that (a) the indemnifying party shall keep the indemnified party informed of, and consult with the indemnified party in connection with the progress of such litigation or settlement and (b) the indemnifying party shall not have any right, without the indemnified party’s written consent (which consent shall not be unreasonably withheld), to settle any such claim in a manner that does not unconditionally release the indemnified party. At the indemnifying party’s request, the indemnified party will provide reasonable cooperation with respect to any defense or settlement.
  1. Governing Law and Dispute Resolution
  • This Agreement and Customer’s use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel. Any dispute relating to this Agreement, or the Customer’s use of the Service shall be under the sole jurisdiction and venue of the competent courts located in the Tel Aviv district in Israel.
  1. Miscellaneous
  • Assignment. Customer may not assign this Agreement without obtaining the Company’s prior written consent. The Company may assign this Agreement in its entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to the other party and without obtaining the other party’s further specific consent, to a third-party. By virtue of such assignment, the assignee assumes the Company’s stead, including all right, duties, liabilities, performances and obligations hereunder, and assignor shall be released therefrom.
  • Relationship of the Parties. The relationship between the Parties hereto is strictly that of independent contractors, and neither Party is an agent, partner, joint venturer or employee of the other.
  • Complete Terms and Severability. This Agreement constitutes the entire and complete agreement between the Parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly authorized representatives of both Parties.
  • No Waiver. Neither Party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other Party, of any terms or provisions of this Agreement. The waiver, by either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
  • Changes to the Agreement. We may amend the Agreement from time to time. In such case, we will notify the Customer at least 45 days in advance prior to the term renewal date via email. The Customer continued use of the Service 30 days after such notice of the amended Agreement constitutes its consent to the amended Agreement. If Customer objects to the amended Agreement, it may choose not to renew Agreement by providing such notice at least 15 days prior to the end of the then-current term.

Last Update: July 2025.