Terms of Use

LIRA AI MASTER SERVICES AGREEMENT

Lira AI Ltd. (the “Company”) grants you a right and license to use and access the Solution, subject to the terms of this master services agreement, and only upon the condition that you accept the terms contained in this master services agreement agreement (the “Agreement”). Unless you have a separate agreement with the Company, this Agreement and its Exhibits, represents a binding legal agreement between you as an individual, the company, or the legal entity that will be utilizing the Solution or the Services (“You” or “Customer”).

This Agreement takes effect when Customer clicks the "accept" or similar button, or by accessing or using the Solution, or by signing this Agreement. By doing so, Customer: (a) acknowledges that it has read and understands this Agreement; (b) represents and warrants that it has the right, power, and authority to enter into this Agreement and, if entering into this agreement for an organization, that it has the legal authority to bind that organization; and (c) accepts this Agreement and agrees that it is legally bound by its terms. If you do not agree to the terms of this Agreement, please do not use the Solution or any part thereof.

The terms and conditions of this Agreement are entered into as of the date you have first accepted this Agreement in any of the manners specified above (the “Effective Date”), by and between the Company and You.

1.Interpretation

1.1.In this Agreement, the following definitions shall have the following meanings:

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the ownership, directly or indirectly, of more than 50% of the voting securities or other ownership interest of an entity, or the power to direct the management or policies of an entity, whether through ownership, by contract, or otherwise.

“Customer Data” means any data provided by Customer during the use of the Solution or Services, excluding Analytics Data.

“Documentation” means the user’s guides and technical manuals related to the Solution and Services, as made available by Company to Customer.

“Order” means any written order document executed by Company and Customer setting forth the terms and conditions relating to the Services. Each Order is incorporated by reference into this Agreement.

“Services” means (i) the license to use the Solution pursuant to the terms of this Agreement; and (ii) any and all maintenance services performed from time to time by the Company in connection therewith; and (iii) any and all integration services and/or standard support services provided by the Company to the Customer pursuant to the Company’s standard support policy; and (iv) other related services in connection therewith, as now offered and/or may be offered in the future to Company’s customers; all as further described under the Order, as applicable.

“Services Fees” means the subscription fees payable by the Customer to the Company for the Services, all as set forth in the Order.

“Solution” means an AI cloud-based software as a service (SaaS) solution for financial advisors, and the Solution Data, all as made available to Customers pursuant to the terms of this Agreement.

“Solution Data” means any data, information, content, models, analyses, results, reports, metadata, or other materials generated, derived, or output by the Solution or Services, and any Analytics Data.

1.2.The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or meaning of the terms and provisions of this Agreement.

2.Grant of Rights; Prohibited Use

2.1.Grant of Rights. Subject to the terms of this Agreement and with any applicable law, including, without limitation, the payment of the applicable Services Fees, the Company hereby grants to the Customer, during the Term (as defined below), solely for the Customer's internal business operations, a limited, non-perpetual, non-exclusive, non-transferable, non-sublicensable license to access and use the Solution, Documentation and Services in respect of the number of users specified in the Order.

2.2.Prohibited Use. The Customer shall not and shall not attempt to: (a) copy, modify, duplicate, imitate, reproduce, create derivative works from, frame, mirror, or download, all or any portion of the Solution, Documentation or Services in any form or media or by any means; and/or (b) decompile, disassemble, reverse engineer or otherwise attempt to discover any source code from all or any part of the Solution, Documentation or Services; and/or (c) sell, rent, lease, transfer, assign, distribute, transmit, display, publish, disclose, or abuse the Solution, Documentation or Services in any way or otherwise dispose, commercially exploit, or otherwise make the Solution, Documentation or Services available to any third party; and/or (d) obtain, or assist third parties in obtaining, unauthorized access to the Solution, Documentation or Services; and/or (e) create or send any viruses, worms or Trojan horses, flood or mail bombs, or engaging in denial of service attacks while using the Solution or Services; and/or (f) use or launch any automated system that access the Solution or Services in a manner, including without limitation, any "robots", "spiders", or "offline readers"; and/or (g) use the Solution, Documentation or Services in any manner that damages, disables, overburdens or impairs the Solution, Documentation or Services, or Company's systems or servers, or the cloud or other platform on which the Solution or Services operates, and/or otherwise interferes with any other party's use and enjoyment of the Solution, Documentation or Services; and/or (h) make available through the Solution or Services, any Customer Data not in compliance with Section ‎3 below; and/or (i) use the Solution, Documentation or Services in any manner that is prohibited or in violation of this Agreement and/or any applicable law or regulation; and/or (j) use the Solution or Services in excess of the quantities purchase as specified in the Order; and/or (k) use the Solution or Services for the purpose of competitive analysis, competitive benchmarking or to build a competitive product or service; and/or (l) delete, obscure, or alter Company’s copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Solution, Services or Documentation; and/or (m) allow or cause any third party to do any of the foregoing.

The Company reserves the right, at its sole discretion without any liability to the Customer, to disable, suspend or terminate the Customer's access to the Services, in the event of any breach of the provisions of this Section ‎2.2.

2.3.In the event of any unauthorized access or use of the Solution or Services, Customer shall promptly notify the Company.

2.4.If Customer’s actual usage of the Solution exceeds the purchased developer supported licenses by more than fifteen percent (15%), Company shall promptly notify the Customer in writing, and the parties shall promptly and in good faith renegotiate the applicable Order Form, including, without limitation, any adjustments to the Services Fees. If the parties are unable to reach an agreement within thirty (30) days of notice, Company may, at its sole discretion and without any liability to the Customer, invoice Customer for the excess usage at Company’s then-current rates.

3.Data

3.1.As between the parties, the Customer shall own all rights, title and interest, in and to all of the Customer Data. Customer hereby represents that it shall have, throughout the Term, the right to use, distribute and/or otherwise provide the Company with the Customer Data, through the Solution or Services. Customer shall have the exclusive responsibility and liability for the Customer Data, provided to Company.

3.2.The Customer represents and warrants that the Customer Data provided to Company, while using the Services, will not violate any applicable law, regulation or agreement.

3.3.Customer grants to Company, and Company accepts from Customer, a limited, worldwide, non-exclusive, royalty-free license, during the Term, to access, store, copy, display, use and transmit the Customer Data, as necessary to provide the Solution and Services to Customer, to provide maintenance and support services to Customer, to monitor the functioning of the Solution and Services and to perform and administer the Agreement.

3.4.The Company and its Affiliates may compile statistical information related to the performance of the Services (“Analytics Data”) and may use and/or make the Analytics Data publicly available, provided that the Analytics Data does not incorporate any Customer Data and/or Customer's Confidential Information (as defined below), and as long as the Analytics Data has been aggregated, anonymized, de-identified, or otherwise rendered not reasonably associated with or linked to an identifiable individual or to Customer. The Company retains all intellectual property rights in and to the Analytics Data.

4.Proprietary rights

4.1.Proprietary Rights. The Company shall retain all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights, in and to the Solution, Documentation, Services and Analytics Data and/or the Company's technology, including without limitations, any improvements, updates, upgrades, error-corrections or other modifications thereof, and any work products thereof. Except for the rights expressly granted to the Customer under Section ‎2.1 above, this Agreement does not grant the Customer any rights to or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Company, its technology, its products and services (including without limitation the Solution, Services and Documentation) and/or any documentation ancillary thereof.

4.2.Feedbacks. Without derogating from the generality of the above, the Company shall be the sole and exclusive owner of all rights in connection with any and all ideas, inventions and/or improvements (whether patentable or not) conceived, derived, result from or relate to, directly or indirectly, any feedback (written or oral) that the Customer voluntarily provides to the Company in connection with the Solution and Services and/or the Customer's experience while using the Services (the “Feedbacks”). The Customer irrevocably assigns to the Company any rights that the Customer may have or acquire in the Feedbacks, and it irrevocably waives any right it has or may have in the future to receive any payment, royalties or other consideration (of any kind) with respect to Feedbacks. For the avoidance of doubt, the Feedbacks will not contain any Customer Data and Customer’s Confidential Information.

4.3.This Section ‎4 shall survive any termination or expiration of this Agreement.

5.Third party providers

5.1.The Customer acknowledges that the Company uses third party cloud infrastructure services in order to provide the Services. The Customer acknowledge and agrees that the Company is not and shall not be responsible for the availability, performance or security of any such external third party services or resources, and it shall not be held liable for any loss or damage (including loss of data and/or loss of profits), which may be incurred by the Customer, as a result of the lack of availability or errors in the performance of, and any other problem in those external third party services or resources.

6.Customer's Undertakings

6.1.Without derogating from any other obligation of the Customer pursuant to this Agreement, the Customer undertakes to: (a) provide the Company with all necessary cooperation in relation to this Agreement and in order for the Company to render the Services to Customer; and (b) comply with all applicable laws and regulations with respect to its activities under this Agreement and its use of the Services; and (c) carry out all of its other responsibilities set out in this Agreement in a timely and efficient manner; and (d) to the extent required, obtain and maintain all necessary licences, consents, and permissions necessary for the Company to perform its obligations under this Agreement; and (e) ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and (f) be solely responsible for procuring and maintaining its network connections and telecommunications links connecting between the Customer's systems and the Company's data centres, Company's servers, third party's external servers, cloud or other platform on which the Services operate (as shall be instructed by the Company from time to time), and be solely liable for problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to such Customer's network connections or telecommunications links or otherwise caused by the internet.

6.2.The Company reserves the right, at its sole discretion without liability to the Company, to disable, suspend or terminate Customer's access to the Services in the event of any material breach of the Customer or anyone on its behalf of the provisions of this Section ‎6.

7.Charges and payment

7.1.The Customer shall pay to the Company (or to the partner, as applicable) the Services Fees in accordance with the provisions of the Order and this Section ‎7, provided that in the event that any Order provides for payment via any partner, upon written instruction to Customer by Company, any Services Fees shall be paid directly to Company (and not via such partner).

7.2.Unless otherwise specified in the Order, the Customer shall pay the Services Fees to the Company by wire transfer, in accordance with the Company’s wire instructions, as follows: (a) in advance, on the Effective Date, for the Services Fees due in respect of the Initial Subscription Term (as defined below); and (b) if applicable, in advance, no later than thirty (30) days prior to the commencement of each Renewal Period, for the Services Fees due in respect of such Renewal Period.

7.3.If the Company has not received payment within thirty (30) days after the due date of an invoice, and without prejudice to any other rights and remedies available to the Company under any applicable law: (a) the Company may, at its sole discretion without liability to the Customer, disable, suspend or terminate the Customer's and/or anyone on its behalf (as applicable) access to all or part of the Services, and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on any such due amounts at a monthly rate equal to the higher of 1.5% or the highest rate permitted by law, commencing on the due date of such amount and continuing until such amount is fully paid.

7.4.All amounts and fees stated or referred to in this Agreement: (a) shall be payable in United States Dollars; and (b) are non-cancellable and non-refundable; and (c) are exclusive of any sales, value added and other similar taxes, which shall be added to each payment at the appropriate rate, and be borne by the Customer.

8.Confidentiality

8.1.Each party may be provided with, given access to, or exposed to, Confidential Information of the other party in connection with this Agreement. "Confidential Information" shall mean any information and data of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form, or in any other form, including but not limited to proprietary, technical, development, marketing, sales, price, operating, performance, cost, know-how, business and process information, methods, procedures, data, computer programming techniques and computer code, any information regarding suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others, and all records bearing media containing or disclosing such information and techniques, which is disclosed by one party to the other party pursuant to this Agreement or to which the other party is exposed or given access in connection with this Agreement, whether or not marked as "Confidential" or similar marking. Without derogating from the generality of the foregoing, Confidential Information of the Company shall also include the Solution, the Documentation, the Solution Data, the Analytics Data, the details of the Services, the results of any performance tests of the Services and any work products of the Services; Confidential Information of the Customer shall also include the Customer Data.

8.2.Confidential Information shall not include any information that: (a) is or becomes publicly known other than through any act and/or omission of the receiving party; (b) was in the receiving party's lawful possession before the disclosure, as evidenced by applicable documentary; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, without any use of or reference to the Confidential Information, as evidenced by applicable documentary.

Notwithstanding the foregoing, each party may disclose the Confidential Information of the other party to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order.

8.4.Each party shall hold the other party's Confidential Information in strict confidence, shall not disclose or make such Confidential Information available to any third party, and shall not use such Confidential Information for any purpose other than for performing its obligations under this Agreement.

8.5.Each party shall be entitled to disclose the other party's Confidential Information to its officers, directors, employees and consultants (the “Representatives”), on a need to know basis, provided that such Representatives are bound by confidentiality obligations of at least scope of this Agreement, and provided further that such party shall be responsible for and liable to any breach or violation of the this Agreement by such Representatives.

8.6.This Section ‎8 shall survive any termination or expiration of this Agreement.

9.Export

9.1.Customer acknowledges that the Solution and Services may be subject to export control laws and regulations of the State of Israel and agrees to abide by any such laws and regulations as such may apply from time to time.

10.Warranties

10.1.The Company undertakes to use commercially reasonable endeavours to provide the Services in a reasonable commercial skill and care and further undertakes that the Solution shall operate according to the material specification specified in the Documentation during the applicable Term.

10.2.The undertaking in Section ‎10.1 above shall not apply to the extent that any non-conformance which is caused by the use of the Solution or Services is in contrary to the Company's instructions and/or in any way other than in strict compliance with this Agreement. Subject to the foregoing, if the Solution or Services do not conform to the undertaking in Section ‎‎10.1, the Company will: (i) use, at its expense, all reasonable commercial endeavours to correct any such non-conformance promptly; or (ii) provide the Customer with a reasonable alternative; or (iii) if the Company is unable to remedy the non-conformity specified above, Company may terminate the relevant subscription and refund any pre-paid, unused Services Fees.

10.3.EXCEPT AS OTHEREWISE EXPRESSLY SPECIFIED UNDER THIS AGREEMENT, THE SOLUTION, SERVICES AND DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER. ALL EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES IN CONNECTION WITH THE SOLUTION, SERVICES AND DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES REGARDING SECURITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SOLUTION AND SERVICES, ARE ALL EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY (OR ANYONE ON ITS BEHALF) IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY, IF NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

10.4.THIS SECTION ‎9.1‎10 CONSTITUTES THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND THE COMPANY’S SOLE LIABILITY, FOR ANY BREACH OF THE UNDERTAKING SET OUT IN THIS SECTION ‎10.

10.5.This Section ‎9.1‎10 shall survive any termination or expiration of this Agreement.

11.Indemnity

11.1.Indemnification by Customer. Customer will defend Company and its Affiliates against any claim, demand, suit or proceeding made or brought against Company by a third-party arising from: (a) use of the Services by the Customer in violation of this Agreement, the Order, the Documentation, or applicable law; (b) the nature and content of Customer Data or Customer’s use of Customer Data with the Services,(c) Customer’s material breach of any of its obligations, representations or warranties hereunder (each a “Claim Against Company”), and will indemnify Company and its Affiliates from any damages, attorney fees and costs finally awarded against Company as a result of, or for any amounts paid by Company under a settlement approved by Customer in writing of, a Claim Against Company, provided Company (a) promptly gives Customer written notice of the Claim Against Company, (b) gives Customer sole control of the defence and settlement of the Claim Against Company (except that Customer may not settle any Claim Against Company unless it unconditionally releases Company of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defence and indemnification obligations do not apply if a Claim Against Company arises from Company’s breach of this Agreement or an applicable Order.

11.2.Indemnification by Company.

11.2.1.Subject to the exclusions set forth in Section ‎11.2.3, the Company shall, at its own expense, defend the Customer against any claim, suit, or proceeding brought by a third party alleging that the use of the Services, as provided under this Agreement, infringes any valid and registered intellectual property right. The Company shall pay all costs and damages finally awarded against the Customer by a court of competent jurisdiction or agreed to in a monetary settlement approved by the Company, to the extent such costs and damages are directly attributable to such claim. The Company’s obligations under this Section are expressly conditioned upon the Customer: (i) providing the Company with prompt written notice of any such actual or threatened claim; (ii) granting the Company sole control over the defense and any related settlement negotiations; (iii) providing the Company with all reasonable assistance and cooperation, at the Company’s expense; and (iv) refraining from admitting liability, entering into any settlement, or otherwise compromising the defense of such claim without the Company’s prior written consent.

11.2.2.Remedies. In the event that the Services is determined to infringe, or is reasonably believed by the Company to be likely to become the subject of an infringement claim, the Company may, at its sole discretion and expense: (a) modify the Services so that it becomes non-infringing without materially reducing its functionality; (b) procure for the Customer the right to continue using the Services in accordance with the terms of this Agreement; or, if neither of the foregoing options is commercially feasible, (c) terminate the Customer’s license to the allegedly infringing Services, require the Customer to return or destroy all copies thereof, and provide a refund of any pre-paid, unused Services Fees.

11.2.3.Exclusions. The Company shall have no liability or obligation under this Agreement with respect to any claim of infringement that arises from: (a) the use of the Services in combination with hardware, software, data, or other materials not provided by the Company, where such claim would not have arisen but for such combination; (b) any modification or alteration of the Services by any party other than the Company, where such claim would not have arisen but for such modification; or (c) continued use of the Services after the Company has made available a non-infringing alternative.

11.2.4.THIS SECTION ‎11.2 CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND THE ENTIRE LIABILITY OF THE COMPANY, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE INFRINGEMENT OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE SERVICES.

11.3.This Section ‎11 shall survive any termination or expiration of this Agreement.

12.Limitation of liability

12.1.NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (A) EXCEPT FOR LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW, IN NO EVENT SHALL THE COMPANY AND ITS AFFILIATES BE LIABLE, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES, LOSS OR CORRUPTION OF DATA OR INFORMATION, PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, MISUSE, INABILITY TO USE, OR THE RELIANCE UPON, THE SERVICES AND/OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT; AND (B) EXCEPT FOR LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW, THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SERVICES FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICES DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM LEADING TO LIABILITY AROSE.

12.2.Company disclaims any warranties or representations provided or made to Customer by any partner. Such warranties and representations are the sole responsibility of such partner.

12.3.This Section ‎12 shall survive any termination or expiration of this Agreement.

13.Term and termination

13.1.This Agreement shall commence on the Effective Date and shall continue for the initial subscription term set forth under the Order (the “Initial Subscription Term”). Thereafter, this Agreement shall be automatically and without any further action renewed for additional successive periods of 12 months each (each a “Renewal Period”, and together with the Initial Subscription Term – the “Term”), unless otherwise provided under the applicable Order, or unless terminated by either party, with prior written notice to the other party of at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Period (as applicable).

13.2.Notwithstanding the foregoing and without prejudice to any other rights or remedies to which the parties may be entitled under this Agreement and/or any applicable law, either party may immediately terminate this Agreement if: (a) a party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of the time that other party being notified in writing of the breach; and/or (b) if a party (i) becomes insolvent, (ii) makes an assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy or seeking reorganization, (iv) has a receiver appointed, or (v) institutes any proceedings for liquidation or winding up.

13.3.Upon termination or expiration of this Agreement for any reason whatsoever: (a) all rights granted to the Customer under this Agreement shall immediately terminate; (b) the Customer shall immediately cease any use of the Services; (c) all outstanding Services Fees will immediately become due and payable by the Customer (for avoidance of doubt, any payments already made are non-refundable); (d) each party shall return and make no further use of any Confidential Information (and all copies thereof) belonging to the other party, or destroy all such copies and certify in writing to the other party that such Confidential Information has been destroyed; and (e) the Company shall destroy any of the Customer Data in its possession (if any). For the avoidance of doubt, any provision expressly stated to survive or implicitly surviving termination or expiration shall not be affected or prejudiced by such termination or expiration.

14.Miscellaneous

14.1.This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any previous arrangement, understanding or agreement between the parties, written or oral, relating to the subject matter hereof.

14.2.This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the competent court in Tel Aviv-Jaffa, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court. The parties specifically disclaim the applicability of the 1980 UN Convention on Contracts for the International Sale of Goods or any laws based on the Uniform Computer Information Transactions Act (UCITA).

14.3.Except for the obligations to pay the Services Fees, neither party will be responsible for any failure to perform or delay in performance attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service provided by any service providers being used by Company, labor disturbances, vandalism or any malicious or unlawful acts of any third party

14.4.No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing and signed by both parties.

14.5.Neither party's waiver of any breach or default of any provision of this Agreement shall not constitute a waiver of other provisions or any other right hereunder, or a waiver of any subsequent breach or default.

14.6.If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions (or the remainder of the provision) shall remain in full force and effect.

14.7.This Agreement does not confer any rights on any third person or party.

14.8.During the term of this Agreement, Company may use Customer’s name and logo to identify Customer as a customer of Company or user of the Services, on Company's website, marketing materials or otherwise.

14.9.The parties expressly agree that they are independent contractors. Nothing in this Agreement is intended to or shall be interpreted to create a partnership or a joint venture between the parties or authorize either party to act as agent for the other.

14.10.The Customer shall not, without the prior written consent of the Company, assign, transfer, or sub-contract this Agreement and/or any of its rights or obligations under this Agreement, and any unauthorized assignment shall be null and void. The Company may, at any time, assign, transfer or sub-contract any of its rights or obligations under this Agreement.

14.11.Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other party in the manner contemplated herein, by one of the following methods: hand delivery; registered, express, or certified mail (return receipt requested), postage prepaid; or nationally-recognized private express courier; or sent via electronic email (with acknowledgment of complete transmission). Notices will be deemed given within five (5) days from the delivery date if sent by mail, within one (1) day from the delivery date if sent by a courier or delivered by hand, or within the receipt of the acknowledgment of complete transmission if sent via electronic email.