Terms of Service
Last Updated: October 23rd, 2023
Last Updated: October 23rd, 2023
IMPORTANT: Please read this Terms of Service Agreement before clicking the “accept” button, and/or using the Credibility Booster software-as-a-service product, application programming interface, or other marketing and lead generation services that accompany or are provided in connection with this Agreement. Subscriber should review Credibility Booster’s Technical Parameters Addendum, which is hereby incorporated by reference and may be updated from time to time in Credibility Booster’s sole discretion (together with the Terms of Service Agreement, the “Agreement”), in detail to understand the specific ways in which the Credibility Booster Service reports certain data back to Subscriber, as well as certain dependencies on the functionality of the Credibility Booster Service. By clicking the “Agree” button, and/or using the Credibility Booster Service (as defined below) in any way, you and the entity that you represent (“Subscriber”) are unconditionally consenting to be bound by and are becoming a party to this Agreement with Credibility Booster. Subscriber represents and warrants that Subscriber has the authority to bind such entity to these terms. If Subscriber does not unconditionally agree to all of the terms of this Agreement, use of the Credibility Booster Service is strictly prohibited.
Please note that Credibility Booster may modify or amend this Agreement at any time. When Credibility Booster modifies or amends this Agreement, Credibility Booster will update the last updated date above, and Credibility Booster may send an email to the last email address provided by Subscriber to Credibility Booster.
Credibility Booster may require Subscriber to provide consent to the updated Agreement in a specified manner before any further use of the Credibility Booster Service is permitted. If Subscriber does not agree to any change(s) after receiving a notice of such change(s), Subscriber must stop using the Credibility Booster Service. Otherwise, Subscriber’s continued use of the Credibility Booster Service constitutes its acceptance of such change(s). Please regularly check this Agreement.
Section 12 (arbitration agreement) contains provisions that govern how to resolve disputes between Subscriber and Credibility Booster. Among other things, section 12 (arbitration agreement) includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between Subscriber and Credibility Booster shall be resolved by binding and final arbitration. Section 12 also contains a class action and jury trial waiver. Please read section 12 (arbitration agreement) carefully.
If a Subscriber subscribes to any service or feature provided by Credibility Booster for a set duration (referred to as the “Initial Order Term”), then the subscription will automatically renew for subsequent periods matching the length of the Initial Order Term. The renewal will be charged at Credibility Booster’s current rate for these services or features unless the Subscriber chooses to opt out of this automatic renewal following the procedure outlined in Section 5.1(c).
In this Agreement, “Applicable Data Protection Laws” refers to all relevant data protection and privacy laws and regulations in any jurisdiction that are directly applicable to Credibility Booster’s processing of client personal data under this Agreement. This includes, where applicable, the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), along with any other state or national data protection laws in the U.S., whether they are superseded, amended, or replaced.
“Connected Account” refers to any third-party email system or platform that is connected to or integrated with the [Your Marketing Company Name] Service, either directly by the Subscriber or on their behalf.
“Connected Account Data” denotes all data that is either collected from or supplied by any Connected Account.
“Credibility Booster Platform” or “Platform” is defined as the cloud-based technology infrastructure used by Credibility Booster, which includes application programming interfaces (“APIs”), to provide the Credibility Booster Service to the Subscriber.
“Intellectual Property Rights” encompasses all past, present, and future rights of the types listed below, which may be established or come into existence under the laws of any jurisdiction globally: (a) rights connected with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) rights related to trademarks and trade names and similar rights; (c) rights to trade secrets; (d) rights related to patents, patent rights, and industrial property rights; (e) other types of proprietary rights of any kind; and (f) rights pertaining to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, all the rights mentioned in points (a) through (e).
“Performance Data” refers to any log files, metadata, telemetry data, and other forms of technical performance data that are automatically generated by the Credibility Booster Service. This data pertains to the usage, performance, effectiveness, reliability, and accuracy of the Credibility Booster Service. To clarify, this includes data regarding the status of email validity and deliverability (for example, bounced, invalid, valid, risky) for any email that is imported or manually added to the Credibility Booster Service.
“Sending Policy” refers to the anti-spam policy established by Credibility Booster.
“Subscriber Data” encompasses any type of content, including but not limited to email content and newsletters, which is sent by the Subscriber through the Credibility Booster Service. This definition also includes content from third parties, data from Connected Accounts, and any other data that the Subscriber uploads or transmits to the Credibility Booster Service.
“Users” are defined as the Subscriber’s employees, representatives, consultants, contractors, or agents who are authorized by the Subscriber to access the Credibility Booster Service.
Onboarding and Connected Accounts.
Connected Accounts: To utilize many features and functions of the [Your Marketing Company Name] Service, the Subscriber is required to link one or more Connected Accounts to the Credibility Booster Service. By granting Credibility Booster access to any Connected Account, the Subscriber: (i) asserts and guarantees they have the right to disclose any associated login information and grant access to such Connected Accounts; (ii) affirms they are in good standing regarding these Connected Accounts; and (iii) acknowledges that Credibility Booster may access all Connected Accounts and Connected Account Data to deliver the Credibility Booster Service and for other purposes aligned with this Agreement, including actions like sending test emails or troubleshooting to ensure the functionality of the Credibility Booster Service. The Subscriber recognizes that the availability and operation of each Connected Account, including access and uptime, are controlled solely by the respective third-party provider, and Credibility Booster bears no liability for any unavailability, or decisions by third-party providers to discontinue, suspend, or terminate any Connected Account. Integrating Connected Accounts: The Subscriber acknowledges the necessity to integrate or connect Connected Accounts with the Credibility Booster Service for proper onboarding and to fully leverage its features and functions. Subscribers agree to maintain a reasonable number of Connected Accounts connected through custom IMAP-SMTP (excluding those from Google, Outlook, Office365, or Zoho). Credibility Booster’s plans currently allow a maximum of one hundred (100) Connected Accounts per workspace. Subscribers agree to adhere to this limit and understand that Credibility Booster reserves the right to take appropriate actions, at its sole discretion, to address any misuse in order to maintain the quality and efficiency of the Credibility Booster Service.
Support: As part of the Credibility Booster Service, we will endeavor to ensure emails sent by the Subscriber and its Users are correctly routed to the intended recipients’ email inboxes. For details on the scope and limitations of our email routing capabilities, please consult the Technical Parameters Addendum. Credibility Booster offers online automatic monitoring services, allowing Subscribers to timely update and modify their mailing lists and email campaigns. Additionally, Subscribers may opt for extra services that enhance the functionality of the previously availed Credibility Booster Service. In case of any support-related inquiries or issues pertaining to the Credibility Booster Service, assistance will be provided in line with the guidelines of this Section 3. Eligible Support Recipient: The Subscriber is responsible for designating an administrator responsible for gathering support requests and information from Users, referred to as the “Eligible Support Recipient.” This designated individual can initiate a support ticket by contacting firstname.lastname@example.org.
Subscriber’s Use of the Instantly Service.
Beginning from the date of purchase or order of the applicable Credibility Booster Service by the Subscriber, and contingent upon the terms and conditions of this Agreement and Credibility Booster’s approval of the Subscriber’s use, Credibility Booster grants the Subscriber a non-sublicensable, non-transferable, and non-exclusive right and license to access and utilize the features and functionality of the Credibility Booster Service as ordered. This license is strictly for the Subscriber’s internal business use and must be in compliance with this Agreement and all relevant laws. Credibility Booster retains the authority to refuse or restrict access to the Credibility Booster Service. When using the API, the Subscriber is expected to keep API calls within a reasonable limit, and Credibility Booster reserves the right to take any necessary actions in response to any misuse. Credibility Booster explicitly maintains the right to alter, reconfigure, or modify any aspects of the Credibility Booster Services at any time during the Agreement’s term. Such changes will not materially diminish the key features or functionality of the Credibility Booster Services and will be done in accordance with any maintenance and support commitments outlined in this Agreement.
Access and Security Guidelines.
Each User shall utilize their unique username and password or single sign-on credentials to access the Credibility Booster Platform as per this Agreement (“Credentials”). The Subscriber acknowledges and agrees that:
a) Access to the Platform is exclusive to Users with their distinct Credentials.
b) The Subscriber will provide Credibility Booster with necessary information and assistance for enabling User access to the Platform and will authenticate all User requests for Platform access.
c) The Subscriber must ensure that each set of Credentials is used solely by the assigned User for Platform access.
d) The Subscriber is responsible for safeguarding the confidentiality of all Users’ Credentials and bears sole responsibility for all activities conducted under these User accounts.
e) The Subscriber is obliged to promptly inform Credibility Booster of any actual or suspected unauthorized use of any account, Credentials, or any breach or potential breach of this Agreement.
f) Both the Subscriber and the Users are required to provide only accurate, complete, and current data, information, or content.
Credibility Booster reserves the right to suspend, disable, or terminate any User’s access to the Platform should it be reasonably suspected of unauthorized use by a third party.
Credentials are strictly personal and cannot be shared or used by more than one individual User to access the Platform.
Artificial Intelligence Tools: Under this Agreement, Credibility Booster offers the Subscriber access to specific artificial intelligence tools in connection with their use of the Platform (referred to collectively as the “Credibility Booster AI Tools”). The terms of this Agreement fully apply to the Subscriber’s use of these AI Tools. The Credibility Booster AI Tools employ third-party large language models and artificial intelligence algorithms and platforms (“Third-Party Services“) to generate suggested text, information, results, images, and other outputs (“Output“) in response to the Subscriber’s inputs (“Prompts“).
Credibility Booster does not endorse or assume responsibility for Third-Party Services or any Outputs produced in conjunction with them. These Third-Party Services are beyond the control of Credibility Booster and are not incorporated into our Platform. Therefore, Credibility Booster is not liable for any Third-Party Services or the Outputs they generate. Subscribers use these Third-Party Services and their Outputs at their own risk. Within the scope of this Agreement, all Prompts and Outputs generated are considered “Submitted Data”, under the following conditions:
i) Such Prompts may be submitted to Third-Party Services to facilitate Subscriber’s access to Credibility Booster AI tools, and these Third-Party Services are not obligated to keep any Prompts or Outputs confidential.
ii) Third-Party Services may exercise certain rights over the Prompts and Outputs, including their utilization or disclosure for enhancing their algorithmic models, as per the terms and conditions or policies governing these Third-Party Services (“Third-Party Terms“).
Responsible Use of Credibility Booster AI Tools.
The Subscriber must adhere to all commitments and obligations outlined in this Agreement regarding Submitted Data when utilizing the Credibility Booster AI Tools. The Subscriber is solely accountable for the Prompts they initiate, the Outputs generated, and the subsequent usage of these Outputs. This includes a responsibility, without being limited by the disclaimers in Section 9.2 of this Agreement, to review all Outputs before utilization and to exercise independent business and legal judgment concerning their appropriateness.
Moreover, in line with the Subscriber’s representations and warranties under this Agreement, the Subscriber must not engage in the use of Prompts or Outputs that:
a) Violate or infringe upon the intellectual property or proprietary rights of any third party.
b) Are deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic, or illegal in nature.
c) Contain viruses, worms, or other malicious computer programming codes that could potentially harm the Platform.
d) Include sensitive personal information such as financial data, medical records, government IDs, passport numbers, or social security numbers.
e) Breach the terms and conditions of Third-Party Services (Third-Party Terms).
Credibility Booster reserves the right to suspend or terminate the Subscriber’s access to the AI Tools for any non-compliance with this section.
Furthermore, the Subscriber’s responsibilities under this Agreement, including the use of the Credibility Booster Service, along with their representations, warranties, and indemnification obligations, are fully applicable to their use of the Credibility Booster AI Tools. It is acknowledged and agreed by the Subscriber that despite the automated suggestions provided by the AI Tools, they remain entirely responsible for the legality, accuracy, content, and completeness of the Outputs and their utilization.
Restrictions. The Subscriber, along with ensuring that its Users, must not:
a) Permit any third party to access the Platform or Credibility Booster Service, except as explicitly allowed in this Agreement.
b) Modify, adapt, alter, or translate the Platform or Credibility Booster Service.
c) Sublicense, lease, sell, resell, rent, loan, distribute, or transfer the Platform or Credibility Booster Service for the use of any unauthorized third party.
d) Reverse engineer, decompile, disassemble, or in any other way attempt to discern or derive the source code, or the underlying ideas, algorithms, structure, or organization of the Platform or Credibility Booster Service, unless allowed by law.
e) Interfere with the operation of the Platform, the Credibility Booster Service, or the hardware and network used to operate them, or attempt to probe, scan, or test the vulnerability of the Platform.
f) Modify, copy, or create derivative works based on any part of the Platform or Credibility Booster Service.
g) Use or access the Platform or Credibility Booster Service to develop a similar or competitive product or service, or engage in competitive analysis or benchmarking.
h) Attempt to access the Platform through any unapproved interface.
i) Remove, alter, or conceal any proprietary notices (including copyright and trademark notices) of Credibility Booster or its licensors on the Platform or Credibility Booster Service, or any copies thereof.
j) Send promotional emails on behalf of third parties.
k) Use the Platform or Credibility Booster Service in any manner that exceeds the scope of use permitted under Section 4.1 of this Agreement or in a manner inconsistent with this Agreement (including the Technical Parameters Addendum and Sending Policy) or applicable law.
Credibility Booster reserves the right to suspend the Subscriber’s access to the Platform and the Credibility Booster Service for any failure, or suspected failure, to adhere to the aforementioned conditions.
Fees, Payment, and Suspension of Credibility Booster Service
Subscriptions: Credibility Booster offers a variety of subscription options and plans to its clients, which include free trials and various paid plans. Detailed information about these options, plans, and their respective pricing is available on https://credibilitybooster.com/. All plan prices are listed in U.S. dollars, and payments must be made in U.S. dollars.
Free Trials: Free trials provide non-paid access to the Credibility Booster Service with certain usage restrictions, such as limits on the number of daily and monthly emails, support ticket requests, and restrictions on API calls. The specific restrictions for these trials are outlined on https://credibilitybooster.com/.
Subscribers can terminate their free trial or upgrade to a paid plan at any time.
Paid Plans: The paid plans, including “Email Warm-Up,” “Email Outreach,” and “B2B Contact Data Tool,” offer fewer usage restrictions compared to the free subscription options and may include additional premium features. Payments for these paid subscriptions are due on a monthly or yearly basis, payable in advance from the date of the Subscriber’s initial paid subscription. These subscriptions will automatically renew under the same conditions, subject to advance payment of the due fees.
Subscribers are not allowed to re-subscribe to the same paid monthly plan within twenty-one (21) days for the same account. Subscribers can terminate their paid self-service plan at any time, retaining the right to access and use the Credibility Booster Service through the end of the subscription period for which they have paid. However, Credibility Booster will not provide reimbursements for any unused portion of the fees paid for a started month or year, even on a pro-rata basis. Subscribers are responsible for planning the termination of their plan to coincide with the most convenient timing.
Automatic Renewal. Under a paid plan, the subscription will continue and automatically renew at Credibility Booster’s then-current price for such Subscription until terminated in accordance with this Agreement. The renewal frequency (i.e., monthly, annually, etc.) will be specified when the Subscriber signs up for the subscription. By subscribing, the Subscriber authorizes Credibility Booster to charge the payment method designated in their account now, and again at the start of any subsequent subscription period. If Credibility Booster does not receive payment upon renewal, (i) the Subscriber shall pay all amounts due on their account upon demand, and/or (ii) the Subscriber agrees that Credibility Booster may either terminate or suspend the subscription and continue to attempt to charge the designated payment method until payment is received (upon receipt of payment, the subscription will be reactivated and, for purposes of automatic renewal, the Subscriber’s new subscription commitment period will begin as of the day payment was received).
Fees. The Subscriber will pay Credibility Booster the fees for the Credibility Booster Service upon checkout, and thereafter, at intervals in accordance with the Subscriber’s selected plan at checkout (“Fees”). Fees for the plans listed above do not include the cost of equipment and Internet access required for using the Credibility Booster Service, which shall be borne by the Subscriber. All Fees are due in advance of each Subscription Term. Payments may be made by credit card or direct debit. The Subscriber authorizes Credibility Booster to charge the credit card or bank account provided by the Subscriber for any and all costs and amounts owed to Credibility Booster for the Credibility Booster Service, at the time such amounts are due. The Subscriber shall maintain complete, accurate, and up-to-date billing and contact information.
In the event the Subscriber exceeds the number of transactions for which applicable Fees have been paid, the Subscriber will be invoiced for such overage in accordance with Credibility Booster’s then-current overage fee rates, billed in arrears. Credibility Booster may increase the applicable Fees at the start of any Renewal Order Term (as defined below).
Third-Party Service Provider.
Please be aware that online payment transactions might undergo validation checks by Credibility Booster’s Third-Party Service Provider and the Subscriber’s card issuer. Credibility Booster is not liable if the Subscriber’s card issuer refuses to authorize payment for any reason. To safeguard Subscriber transactions, Credibility Booster’s Third-Party Service Provider employs various fraud prevention measures and standard verification systems. The Subscriber consents to the Third-Party Service Provider verifying and authenticating their payment details. It’s important to note that the Subscriber’s card issuer might impose an online handling or processing fee, for which Credibility Booster bears no responsibility. In certain jurisdictions, our Third-Party Service Provider may engage third parties, adhering to strict confidentiality and data protection standards, for payment processing services.
Taxes and Invoicing: All fees incurred by the Subscriber under this Agreement are exclusive of taxes. The Subscriber is responsible for paying all sales, use, excise, and other taxes, along with applicable export and import fees, customs duties, and similar charges, except for taxes based on Credibility Booster’s income. If the Subscriber believes they have been incorrectly billed by Credibility Booster, they must inform Credibility Booster within sixty (60) days from the first invoice’s due date where the discrepancy is noticed. Late Payments: In cases of delayed payment, Credibility Booster reserves the right to impose an interest on overdue payments at a monthly rate of 1.5% or the maximum rate allowed by applicable law, whichever is lower, along with any collection fees and other permissible charges.
Credibility Booster reserves the right, in addition to any other rights or remedies it may possess, to discontinue the Credibility Booster Service and immediately suspend a Subscriber’s access to the service if any fees are overdue by more than thirty (30) days, until such outstanding amounts are paid in full. The Subscriber agrees to pay all fees related to their paid plan, regardless of whether any of the Subscriber’s emails are blocked by a third party or do not reach their intended recipient. To fully understand the limitations of the Credibility Booster Service and how the service reports back to the Subscriber, please refer to the Technical Parameters Addendum.
Ownership, Content, and Data: The Subscriber acknowledges that Credibility Booster retains all rights, title, and interest in the Credibility Booster Platform, encompassing all algorithms, AI, language and visual models, Integration Tools, software, and proprietary information and technology used or provided by Credibility Booster in connection with the service (the “Credibility Booster Technology”), protected under Intellectual Property Rights owned by or licensed to Credibility Booster.
The “CREDIBILITY BOOSTER” name and all related trademarks and service marks are owned by Credibility Booster. The Subscriber is prohibited from using these trademarks without prior written consent from Credibility Booster. All content on the Credibility Booster website and service, including graphics, logos, page headers, icons, and service names, are the property of Credibility Booster and its affiliates. Other trademarks appearing on the Credibility Booster website or service belong to their respective owners, who may or may not be affiliated with, connected to, or sponsored by Credibility Booster.
No license or rights in the Credibility Booster Technology are granted to the Subscriber, except as explicitly stated in this Agreement. The Subscriber grants Credibility Booster a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Credibility Booster Service any suggestions, enhancement requests, recommendations, or feedback provided by the Subscriber or Users relating to the service. Credibility Booster will not attribute such feedback to the Subscriber. The Subscriber is solely responsible for ensuring the accuracy, quality, and legality of all Subscriber Data, including third-party lead lists.
The Subscriber shall secure all necessary third-party licenses, consents, and permissions required for Credibility Booster to receive, utilize, and process the Subscriber Data for the provision of the Credibility Booster Service. The Subscriber is solely responsible for (i) issuing all pertinent privacy notices to all third parties, including Users, and (ii) obtaining all essential consents and rights from all third parties, including Users, for Credibility Booster to receive, use, and process the Subscriber Data submitted by or on behalf of the Subscriber or Users, as stipulated in this Agreement. This includes adhering to all Applicable Data Protection Laws.
The Subscriber guarantees that the Subscriber Data will not: infringe upon, misappropriate, or violate any intellectual property, proprietary, or other rights of any third party; contain any viruses or programs designed to damage, intercept, or misappropriate any system or Personal Data fraudulently; include any unlawful, bullying, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material, or any material that could lead to criminal offense, civil liability, or breach of any laws or regulations; contain sensitive Personal Data, such as social security numbers, individual health or health insurance information, bank account details, or credit card information; be false, misleading, or inaccurate; or, violate the Sending Policy.
In the event of any breach of this Section 6.2 by the Subscriber, including the Sending Policy, or if Credibility Booster suspects or has reason to believe that the Subscriber is in breach, Credibility Booster reserves the right, without any further obligation or liability to the Subscriber, to suspend and/or terminate this Agreement (or limit the Subscriber’s sending capabilities or rights) immediately upon written notice and to close the Subscriber’s master account.
License to Subscriber Data.
The Subscriber maintains all rights, title, and interest in and to the Subscriber Data. The Subscriber hereby grants to Credibility Booster a non-exclusive, worldwide, royalty-free, and fully paid-up license to: (a) access and utilize Subscriber Data to provide the Credibility Booster Service to the Subscriber; and (b) generate from Subscriber Data and employ de-identified, aggregated, and/or anonymized data to enhance the Credibility Booster Service, with the understanding that the license grant in subpart (b) is perpetual and irrevocable.
Instantly retains all right, title and interest in and to the Performance Data, and may use Performance Data for any lawful purpose.
Data Processing Agreement.
In the event Subscriber provides to Credibility Booster or enables Credibility Booster to Process any Personal Data that is subject to Applicable Data Protection Laws, Subscriber agrees that the terms and conditions of the Data Processing Addendum apply and are hereby incorporated into this Agreement. Credibility Booster and Subscriber shall comply with their respective obligations under the DPA.
Any Subscriber Personal Data (as defined in the DPA) that is subject to Applicable Data Protection Laws shall be governed by the DPA and shall not be Confidential Information (defined herein). In the event of a conflict between any provision of the DPA and this Agreement, the provision providing the higher level of privacy or data protection shall govern.
Definition. Each Party (“Receiving Party”) acknowledges that it may receive from the other Party (“Disclosing Party”) confidential information relating to the Disclosing Party, which includes, but is not limited to, technical, business, marketing, and financial information, along with any other information that could reasonably be considered confidential or proprietary (“Confidential Information”).
The terms of this Agreement, the Credibility Booster Technology, and all technical information relating thereto shall be considered Confidential Information of Credibility Booster. Exceptions. Confidential Information does not include information that: becomes generally available to the public other than through a wrongful act of the Receiving Party; becomes available to the Receiving Party on a non-confidential basis from a source entitled to disclose it; or is independently developed by the Receiving Party, its employees, or third-party contractors without access to or use of the Disclosing Party’s Confidential Information.
Obligations. During and after the Term of this Agreement, the Receiving Party shall: (i) not use (except for performance of this Agreement) or disclose Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent (except for disclosure to Credibility Booster’s employees, subcontractors, and Representatives as necessary for the performance of the Credibility Booster Service and Platform); and (ii) take measures no less stringent than those it applies to its own Confidential Information, and in any case, reasonable measures, to maintain the Disclosing Party’s Confidential Information in confidence. “Representatives” refers to a Party’s attorneys, consultants, and subcontractors who need to know the information and who have signed confidentiality agreements, or are otherwise bound by confidentiality obligations, at least as restrictive as those in this Agreement.
Each party may disclose the other’s Confidential Information if required by law, provided that the Receiving Party notifies the Disclosing Party in advance, to the extent legally permissible, allowing the Disclosing Party the opportunity to seek confidential treatment or protection for the disclosed information.
All Confidential Information revealed by the Disclosing Party remains its property. The Disclosing Party retains all rights in its Confidential Information. This Agreement, including its envisaged disclosures, does not transfer or grant any Intellectual Property Rights in the Confidential Information, apart from the limited use rights outlined above.
Term and Termination.
Term. The duration of this Agreement commences on the Effective Date and continues until terminated per this Agreement’s terms (the “Term”). Each subscription begins with an initial term of either one (1) year or one (1) month, as specified by the chosen plan (the “Initial Order Term”), and will automatically renew for successive periods identical to the Initial Order Term (each, a “Renewal Order Term,” collectively with the Initial Order Term, the “Order Term”), unless a party gives at least thirty (30) days’ written notice of termination before the current term’s end. The duration of each subscription, as specified in the relevant plan, will automatically renew for successive terms of equal length, following the subscription plan’s terms and conditions.
Termination. Either party may terminate this Agreement or a specific subscription plan with written notice if the other party materially breaches the Agreement or subscription terms and fails to remedy the breach within thirty (30) days of written notice. Additionally, either party may terminate this Agreement if the other becomes insolvent, acknowledges its inability to pay debts as due, or undergoes bankruptcy. Upon this Agreement or a specific subscription plan’s expiration or termination, any outstanding amounts owed to Credibility Booster become immediately due. Sections 1, and 6-12 will remain effective even after this Agreement’s termination.
Credibility Booster Warranties and Disclaimer.
Limited Warranty. Credibility Booster represents and warrants that the Credibility Booster Service will be provided in a professional and workmanlike manner. Subscribers must inform Credibility Booster in writing of any service performance deficiencies within thirty (30) days of their occurrence. Subscribers and Users should note that Credibility Booster does not oversee the transfer of data, including Subscriber Data, over the internet and is not liable for any delays or issues arising from internet connectivity or external network problems. If a Subscriber reports an issue as outlined, and Credibility Booster determines, at its sole discretion, a service failure, the Subscriber’s sole remedy is the re-provision of the Credibility Booster Service. If Credibility Booster fails to re-perform the Service adequately, the Subscriber’s exclusive remedy is to terminate this Agreement and receive a refund of any pre-paid, unearned Fees on a prorated basis for the remaining duration of the applicable subscription.
Disclaimer. To the fullest extent permitted by law: (a) the Credibility Booster Service, including its Platform and documentation, is provided “as is” and “as available”; and (b) Credibility Booster and its suppliers disclaim any other warranties, either express or implied, by statute or otherwise, including but not limited to implied warranties of merchantability or fitness for a particular purpose. In the event of a disruption to the Credibility Booster Service, no guarantee of minimum service uptime is provided during the recovery process. Moreover, Credibility Booster does not assure minimum uptime for its Services at any stage of a Subscriber’s use, nor does it guarantee complete processing and delivery of all emails.
For detailed limitations on the performance of the Credibility Booster Service and the output provided to Subscribers or Users, please refer to the Technical Parameters Addendum.
Subscribers acknowledge that Credibility Booster has no control over, nor any ability or obligation regarding the maintenance, status, or support of any Connected Accounts or their components, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data.
Credibility Booster will not be liable for any acts, omissions, reliance, delays, errors, or liabilities arising from or related to any downtime, unavailability, inaccuracies, or failures of any Connected Accounts.
Third-party Service Providers: The Credibility Booster Service, Platform, and Documentation (including interactions with Credibility Booster’s customer support team) may contain references to third-party service providers that Credibility Booster believes may be relevant to its Subscribers. These references do not imply endorsement or recommendation of any listed companies or information. Each listed company operates independently from Credibility Booster and is not under Credibility Booster’s control. Credibility Booster disclaims any responsibility and liability for the actions of these companies or reliance on information provided by or about them. Subscribers are advised to independently assess any such company before engaging in business or relying on their information.
By Credibility Booster.
Credibility Booster will defend at its expense any third-party claim, action, suit, or investigation (“Claim”) against a Subscriber, and will cover any settlements it approves or any damages, losses, costs, and expenses (“Losses”) incurred by the Subscriber in connection with such Claim, to the extent the Claim alleges that the Platform or Credibility Booster Service infringes on that third party’s patents, copyrights, or trade secret rights under applicable laws in any jurisdiction within the United States. If any part of the Platform or Credibility Booster Service is, or in Credibility Booster’s opinion is likely to become, the subject of an infringement claim (“Infringing Technology”), Credibility Booster may at its discretion: (a) obtain for the Subscriber the right to continue using the Infringing Technology; (b) replace the Infringing Technology with non-infringing software or service, ensuring it doesn’t significantly impair the functionality of the Platform or Service; (c) modify the Infringing Technology to become non-infringing; or (d) terminate the Agreement and refund any unused prepaid fees for the remaining term, with the Subscriber ceasing all use of the Credibility Booster Technology upon such termination.
Notwithstanding the foregoing, Credibility Booster shall have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) any use of the Platform or Credibility Booster Service not in accordance with this Agreement or applicable laws, rules, or regulations; (ii) any use of the Platform or Credibility Booster Service in combination with other products, equipment, software, or data not supplied by Credibility Booster; or (iii) any modification of the Platform or Credibility Booster Service by any person other than Credibility Booster or its authorized agents (collectively referred to as the “Exclusions” and individually as an “Exclusion”). This section represents the sole and exclusive remedy of the Subscriber and the entire liability of Credibility Booster, including its officers, directors, employees, shareholders, contractors, or representatives, for infringement claims and actions.
Subscriber will defend at their own expense any Claim brought against Credibility Booster and will cover any Losses incurred by Credibility Booster in connection with such Claim, to the extent it arises from: (a) an Exclusion, or (b) Subscriber’s breach or alleged breach of Sections 6.2, 6.3, or 6.5. This section outlines the sole and exclusive remedy of Credibility Booster and the entire liability of Subscriber, including its officers, directors, employees, shareholders, contractors, or representatives, for the claims and actions described herein.
The obligations of the indemnifying party as described above are expressly contingent upon each of the following: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party having sole control over the defense or settlement of any claim or suit; and (c) the indemnified party cooperating with the indemnifying party in the settlement or defense of any claim or suit.
Limitation of Liability.
Types of Damages.
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR LOST DATA, NOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE LOSSES OR DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE CREDIBILITY BOOSTER TECHNOLOGY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, WHETHER FORESEEABLE OR NOT, AND REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE, OCCUR, OR RESULT.
IN NO EVENT SHALL CREDIBILITY BOOSTER BE LIABLE FOR THE PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
Amount of Damages.
EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Basis of the Bargain. THE PARTIES RECOGNIZE THAT THE PRICING SET FORTH IN THIS AGREEMENT IS BASED UPON THESE LIMITATIONS OF LIABILITY, AND THAT THESE LIMITATIONS FORM A CRITICAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
THE TERMS OF THIS AGREEMENT REFLECT AN ALLOCATION OF RISK BETWEEN CREDIBILITY BOOSTER AND THE SUBSCRIBER, AS WELL AS THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO: (A) ANY BREACH OF CONFIDENTIALITY OBLIGATIONS BY EITHER PARTY; OR (B) A PARTY’S OBLIGATIONS UNDER SECTION 10 REGARDING INDEMNIFICATION.
ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY. IT IS PART OF YOUR CONTRACT WITH CREDIBILITY BOOSTER AND REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CREDIBILITY BOOSTER AND LIMITS HOW YOU CAN SEEK RELIEF. THIS ARBITRATION AGREEMENT INCLUDES MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement.
Under the terms of this Arbitration Agreement, both the Subscriber and Credibility Booster agree that any dispute, claim, or disagreement arising out of or related to the Subscriber’s use of the Credibility Booster Service, any communications received related to the service, any products sold or distributed through the service, or this Agreement (including any previous versions of the Agreement to which the Subscriber has agreed), including disputes arising before the effective date of this Agreement, will be resolved through binding arbitration rather than in court, with the exceptions that: (i) both the Subscriber and Credibility Booster can bring claims or seek relief in small claims court if the claims qualify and remain in such a court; and (ii) either party can seek court intervention for infringement or misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
Informal Dispute Resolution.
In the event of a Dispute, Credibility Booster is dedicated to working with the Subscriber to achieve a fair resolution. The Subscriber and Credibility Booster agree that informal dispute resolution often results in a quick, cost-effective, and mutually beneficial outcome. Therefore, before initiating arbitration or a small claims court action, the parties agree to attempt to resolve the Dispute informally through a telephone or videoconference, referred to as the “Informal Dispute Resolution Conference.” If the Subscriber is represented by counsel, both the Subscriber and their counsel may participate in this conference.
To initiate an Informal Dispute Resolution Conference, the initiating party must send a written Notice to the other party, to be held within forty-five (45) days of receipt of the Notice, unless extended by mutual agreement. For Notices to Credibility Booster, these should be sent via email to email@example.com or by regular mail to their office at [Alternative Address]. Each Dispute must have its own individualized Informal Dispute Resolution Conference, unless all parties involved agree to a joint conference. Multiple individuals initiating a Dispute cannot participate in the same conference unless all parties agree.
In the period between receiving the Notice and conducting the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement prohibits informal communication to resolve the Dispute. Participation in the Informal Dispute Resolution Conference is a mandatory precondition before proceeding to arbitration.
The statute of limitations and any deadlines for filing fees will be paused while the parties engage in the required Informal Dispute Resolution Conference process.
Waiver of Jury Trial.
YOU AND CREDIBILITY BOOSTER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
Subscriber and Credibility Booster are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement). Arbitration does not involve a judge or jury, and court review of an arbitration award is subject to very limited review.
Waiver of Class and Other Non-Individualized Relief.
YOU AND CREDIBILITY BOOSTER AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9 (BATCH ARBITRATION), EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION. THEREBY, ALL PARTIES WAIVE THE RIGHT TO HAVE ANY DISPUTE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION. Only individual relief is available, and disputes involving more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user.
Subject to this Arbitration Agreement, the arbitrator may only award declaratory or injunctive relief in favor of the individual party seeking relief and to the extent necessary to provide relief warranted by that individual party’s claim. This clause does not affect the terms under Section 12.9 (Batch Arbitration). If a final decision that is not subject to appeal determines that the limitations of this section are invalid or unenforceable for a specific claim or request for relief (like a request for public injunctive relief), Subscriber and Credibility Booster agree that such specific claim or request for relief will be severed from the arbitration and may be litigated in state or federal courts in Wyoming.
All other Disputes shall be arbitrated or litigated in small claims court. This clause does not prevent Subscriber or Credibility Booster from participating in a class-wide settlement of claims. Rules and Forum. This Agreement involves interstate commerce; thus, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings, notwithstanding any other provision in this Agreement regarding applicable substantive law.
If the Informal Dispute Resolution process does not resolve the dispute within sixty (60) days after receiving Subscriber’s Notice, Subscriber and Credibility Booster agree that either party may resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules (the “AAA Rules”) then in effect, unless modified by this section. The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
Unless Subscriber and Credibility Booster agree otherwise, or the Batch Arbitration process under Section 12.9 is triggered, the arbitration will be conducted in the county where the Subscriber resides. Under the AAA Rules, the arbitrator can direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is unavailable, the parties will select an alternate arbitration forum. Subscriber is responsible for any AAA fees and costs as set forth in the AAA Rules.
Subscriber and Credibility Booster agree to maintain the confidentiality of all materials and documents exchanged during the arbitration, only sharing them with their attorneys, accountants, or business advisors under confidentiality agreements.
The arbitrator will be chosen by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties cannot agree on an arbitrator within thirty-five (35) days of receiving the arbitration notice from the AAA, then the AAA will appoint the arbitrator in accordance with the AAA Rules. If the Batch Arbitration process under Section 12.9 (Batch Arbitration) is initiated, the AAA will appoint an arbitrator for each batch. Authority of Arbitrator. The arbitrator shall have exclusive authority to settle any Dispute, including those related to the interpretation or application of the Arbitration Agreement, such as its enforceability, revocability, scope, or validity, with the following exceptions:
(1) Disputes arising out of or related to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including claims that any part of Section 12.4 is unenforceable, illegal, void, or voidable, or that Section 12.4 has been breached, will be decided by a court of competent jurisdiction, not an arbitrator;
(2) Disputes concerning arbitration fee payments, unless specifically covered in Section 12.9 (Batch Arbitration), will be decided only by a court of competent jurisdiction;
(3) Disputes about whether either party has met any arbitration precondition will be decided only by a court of competent jurisdiction; and
(4) Disputes concerning which version of the Arbitration Agreement applies will be decided only by a court of competent jurisdiction. The arbitration proceeding will not be merged with any other matters or joined with other cases or parties, unless explicitly provided in Section 12.9 (Batch Arbitration).
The arbitrator has the power to grant motions that resolve all or part of any Dispute. The arbitrator will issue a written award and statement of decision outlining the essential findings and conclusions on which the award is based, including any calculation of damages. The arbitrator’s award is final and binding on both Subscriber and Credibility Booster. Judgment on the arbitration award may be entered in any court with jurisdiction.
Attorneys’ Fees and Costs.
Each party will bear its own attorneys’ fees and costs in arbitration unless the arbitrator deems that the substance of the Dispute or the relief sought was frivolous or brought for an improper purpose, as determined by the standards in Federal Rule of Civil Procedure 11(b). If Subscriber or Credibility Booster needs to involve a court to compel arbitration, the party that secures an order compelling arbitration shall have the right to recover reasonable costs, disbursements, and attorneys’ fees incurred in obtaining such order.
The prevailing party in any court action regarding fulfillment of arbitration preconditions, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, disbursements, and attorneys’ fees. Batch Arbitration.
To enhance the administration and resolution efficiency of arbitrations, Subscriber and Credibility Booster agree that if there are fifty (50) or more similar individual Requests filed against Credibility Booster within a thirty (30) day period by the same law firm, group of firms, or organizations, the AAA will: (1) administer these in batches of 100 Requests each (plus a final batch for any remaining Requests under 100); (2) appoint one arbitrator per batch; and (3) resolve each batch as a single consolidated arbitration with one set of fees and one procedural calendar per side per batch, and one final award per batch (“Batch Arbitration”).
All parties concur that Requests are considered “substantially similar” if they stem from the same event or factual scenario, present comparable legal issues, and seek similar remedies. If there is disagreement regarding the Batch Arbitration process, the dissenting party should inform the AAA, which will then appoint a sole Administrative Arbitrator to determine the process’s applicability.
To expedite dispute resolution by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may establish necessary procedures for prompt dispute resolution. The Administrative Arbitrator’s fees will be covered by Credibility Booster. Subscriber and Credibility Booster commit to working collaboratively with the AAA to facilitate the Batch Arbitration process, including covering single filing and administrative fees for Request batches and taking steps to reduce arbitration time and costs. This may involve appointing a discovery special master and adopting an expedited arbitration calendar.
The Batch Arbitration provision should not be interpreted as authorizing any form of class, collective, mass arbitration, or action, nor any arbitration involving joint or consolidated claims, except as explicitly stated in this provision.
30-Day Right to Opt Out. Subscribers have the right to opt out of this Arbitration Agreement by sending a written notice of their decision to: 30 North Gould Street, Suite R, Sheridan, WY 82801, within thirty (30) days of agreeing to or becoming subject to this Arbitration Agreement.
The notice must include the Subscriber’s name and address, the email address associated with their account (if applicable), and a clear statement of intent to opt out of this Arbitration Agreement.
Opting out of this Arbitration Agreement leaves the rest of the Agreement in effect. Opting out does not impact any other existing or future arbitration agreements with Credibility Booster.
Except as stated in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part of this Arbitration Agreement is deemed invalid or unenforceable, that specific section or part will be void and severed, and the rest of the Arbitration Agreement will remain effective.
Both Subscriber and Credibility Booster agree that any Dispute outlined in this Arbitration Agreement must be initiated through arbitration within the applicable statute of limitations for that claim or controversy, or it will be permanently barred. The same statutes of limitations applicable in court will apply to the arbitration.
Notwithstanding any provision in this Agreement to the contrary, we agree that if Credibility Booster makes any future material change to this Arbitration Agreement, Credibility Booster will provide written notice to Subscriber. Unless Subscriber rejects the change within thirty (30) days of such change becoming effective by writing to Credibility Booster at 30 North Gould Street, Suite R, Sheridan, WY 82801, Subscriber’s continued use of the Credibility Booster Service, including the acceptance of products and services offered on the Credibility Booster Service following the posting of changes to this Arbitration Agreement, constitutes Subscriber’s acceptance of any such changes.
Changes to this Arbitration Agreement do not provide Subscriber with a new opportunity to opt out of the Arbitration Agreement if Subscriber has previously agreed to a version of this Agreement and did not validly opt out of arbitration. If Subscriber rejects any change or update to this Arbitration Agreement, and Subscriber was bound by an existing agreement to arbitrate, Disputes arising out of or relating in any way to Subscriber’s access to or use of the Credibility Booster Service, any communications Subscriber receives, any products sold or distributed through the Credibility Booster Service, or this Agreement, the provisions of this Arbitration Agreement as of the date Subscriber first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.
Credibility Booster will continue to honor any valid opt-outs of the Arbitration Agreement that Subscriber made to a prior version of this Agreement.
Publicity and Non-Disparagement.
Credibility Booster shall have the right to use Subscriber’s name and pre-approved logo on Credibility Booster’s website and in marketing materials solely to identify Subscriber as a client of Credibility Booster. Neither party hereto will disparage the other party, in any oral, written, or other forms of communication.
Relationship Between the Parties. Credibility Booster is an independent contractor; nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties.
Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Credibility Booster. Each party will be solely responsible for the payment of all compensation owed to its employees, as well as employment-related taxes. Each party will maintain appropriate worker’s compensation insurance for its employees as well as general liability insurance.
Subscriber acknowledges that the Platform and the Credibility Booster Service contain valuable Intellectual Property Rights and proprietary information of Credibility Booster, that any actual or threatened breach of this Agreement will constitute immediate, irreparable harm to Credibility Booster for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
If Subscriber continues to use the Platform or the Credibility Booster Service after its right to do so has terminated or expired, Credibility Booster will be entitled to immediate injunctive relief without the requirement of posting bond.
Export and Import Laws.
Subscriber agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Credibility Booster, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each Party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Credibility Booster Service is provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation.
Subscriber further represents that (i) Subscriber is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Subscriber is not listed on any U.S. Government list of prohibited or restricted parties.
Subscriber acknowledges and agrees that products, services or technology provided by Credibility Booster are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it shall not, without prior U.S. government authorization, export, re-export, or transfer Credibility Booster products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, and any assignment or transfer in derogation of the foregoing shall be null and void, provided, however, that either party shall have the right to assign the Agreement, without the prior written consent of the other party, to the successor entity in the event of a merger, corporate reorganization, or a sale of all or substantially all of such party’s assets to which this Agreement relates. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.
All notices required or permitted under this Agreement must be delivered in writing, if to Credibility Booster, by emailing firstname.lastname@example.org and if to Subscriber by emailing the email address used to register an account for purposes of purchasing a subscription, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party: at the party’s address provided as part of the registration process (with respect to Subscriber) or to Registered Agents, Inc., 30 N Gould St Ste R, Sheridan, Wyoming, 82801 (with respect to Credibility Booster), by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
The Agreement is governed by the laws of the State of Wyoming, without regard to its conflicts of laws or provisions, and this Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement not subject to binding arbitration as outlined in Section 12 above will be brought in a state or federal court in the County of Sheridan, Wyoming, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding the foregoing, nothing shall prevent either Party from seeking relief in any court of competent jurisdiction for any misuse or misappropriation of such Party’s Intellectual Property Rights or Confidential Information.
Any waivers shall be effective only if made in writing signed by representatives authorized to bind the parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision or portion of any provision of this Agreement is unenforceable, such provision or portion of such provision will be interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and all remaining provisions or portions of such provision will continue in full force and effect.
Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” Force Majeure.
Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
Entire Agreement; Amendment.
This Agreement, including the Sending Policy and the Technical Parameters Addendum, constitutes the complete agreement between the Parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement.
To the extent that a conflict arises between the terms and conditions of the Sending Policy, Technical Parameters Addendum, or this Agreement, the conflict will be resolved in order of precedence as follows: (1) the terms set forth in this Agreement, (2) the Technical Parameters Addendum, and then (3) the Sending Policy.
It is expressly agreed that the terms and conditions of this Agreement supersede the terms of any of Subscriber’s purchase orders.