Last Updated: Feb 15th, 2023
DATAX.AI provides software (the “Software”) for a product data transformation engine (the “Service”) offered to users (the “Users”) of the Service and is available at [datax.ai] (the “Site”). Users of the Site may be referred to herein as “Users” or “you” and may include (i) employees of our direct clients, (ii) employees or other parties that interface with the Platform who have agreements with our direct clients (and not directly with us) for use of the Platform, or (iii), reviewers, editors and other authorized Users. The Service, Software and the Site may be collectively referred to herein as the “Platform.” The Service is owned and operated by CrowdANALYTIX Inc, dba dataX.ai (“Company” or “we” or “us” or “dataX”). The Company and Users may be referred to herein collectively as the “Parties”.
Your use of the Service is subject to the terms and conditions set forth in this Terms of Service (the “Terms of Service” or “Terms” or “TOS”), except that:
IN THE EVENT YOU ARE A USER EMPLOYED BY A DIRECT CLIENT OF COMPANY AND THE DIRECT CLIENT HAS EXECUTED A SOFTWARE AS A SERVICE AGREEMENT WITH COMPANY, THE TERMS OF SERVICE THAT APPLY TO YOUR USE ARE STATED IN THAT AGREEMENT AND THIS TERMS OF SERVICE SHALL NOT APPLY TO YOU.
FOR ALL OTHER USERS, PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS TOS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE.
1. Updates to Terms of Service; Integration.
We may, in our sole discretion, modify the Terms of Service by posting a notice on the Terms of Service page. The “Last Updated” date at the top the Terms of Service indicates when the latest modifications were made to the TOS. By continuing to access and use the Service You agree to any such modifications. Therefore, You are responsible for reviewing and should become familiar with any such modifications. You are encouraged to review this Terms of Service periodically and to check the “Last Updated” date at the top of the Terms of Service for the most recent version. In addition, when using services or features on the Site, You will be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time, including but not limited to our Privacy Policy, as noted below. All such guidelines or policies are hereby incorporated by reference into this Terms of Service.
2. Translation.
We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version.
3. Service Availability.
3.1. The Service may be modified, updated, interrupted, suspended or discontinued at any time, in the sole discretion of the Company, without notice or liability. The Service may be unavailable at certain periods, including but not limited to systems failures, anticipated or unanticipated maintenance work, upgrades or force majeure events.
3.2. The Company reserves the right, at any time, in its sole discretion to modify, temporarily or permanently block access to, suspend, or discontinue the Service, in whole or in part, with or without notice and effective immediately to any User.
3.3. The Company will have no liability whatsoever for any losses, liabilities or damages you may incur as the result of any modification, suspension, or discontinuation of the Service or any part thereof.
4. Privacy Policy. Use of the Service is subject to the terms of our Privacy Policy which is hereby incorporated into and made part of this Terms of Service. Please review our Privacy Policy carefully. By using or accessing the Service, you agree to be bound by the terms of our Privacy Policy.
5. Age. The Service is meant for those at least eighteen (18) years of age. Use of the Service by anyone under this age is a violation of the Terms of Service.
6. Intellectual Property.
6.1. You acknowledge that all the intellectual property rights in the Service, including, but not limited to, copyrights, patents, trademarks, and trade secrets, the website design, application design, graphics, text, sounds, pictures, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the Service are either the property of the Company, its affiliates or licensors. and other files and the selection and arrangement thereof (collectively the “Materials”) and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners.
6.2. Subject to this TOS, the Company grants you a limited non-transferable, non-exclusive, revocable, non-sublicensable license to use and access the Service solely for your own personal or internal business purposes. You will not obtain any ownership interest therein through this Terms of Service or otherwise.
6.3. Company authorizes you to view, download and/or print the Materials provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Company or the respective copyright owner. In the absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial resale purposes. The Company retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. The Company reserves the right to enforce its intellectual property rights fully under United States and international law.
6.4. Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse the Service.
7. Use of the Service, General.
7.1. You will be required to create an account to use the Service and/or take advantage of certain features, in which case you agree to:
(i) provide true, accurate, current and complete information about yourself as prompted by the Service;
(ii) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, Company has the right to suspend or terminate your account and prohibit all current or future use of the Service by you; and
(iii) that your account is for business use. If you create an account on behalf of a business, you represent that you are authorized to act on behalf of such entity.
(iv) by creating an account, you agree to receive certain communications in connection with the Service.
7.2. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your account.
7.3. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts.
7.4. You agree to use the Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to use the Service in any manner that interferes with its normal operation or with any other User’s use of the Service.
7.5. You may not do any of the following while accessing or using the Service:
(i) access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
(ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
(iii) access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
(iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or
(v) disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or otherwise creating an undue burden on the Service.
7.6. You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service.
7.7. You further agree that you will not access the Service by any means except through the interface provided by Company for access to the Service. Creating or maintaining any link from another application to any page at the Service without the prior authorization of Company is prohibited. Running or displaying the Service, or any information or material displayed via the Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Service must comply with all applicable laws, rule and regulations.
7.8. Company makes no representation that Materials contained, described or offered via the Service are accurate, appropriate or available for use in any particular jurisdiction or that these Terms of Service comply with the laws of any specific country. Visitors who use the Service do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the Service from any territory where its contents are illegal, and that you, and not the Company Parties, are responsible for compliance with applicable law.
7.9. Your use of the Service is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
7.10. Furthermore, you herein agree not to make use of the Services for:
(i) uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
(ii) causing harm to any minor in any manner whatsoever;
(iii) impersonating any individual or entity, including, but not limited to, any company, group or forum leaders, or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
(iv) forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
(v) uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
(vi) uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
(vii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
(viii) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment; (ix) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other Users' ability to participate in any real-time interactions;
(x) interfering with or disrupting any of the Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;
(xi) intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to any securities rules, regulations or laws of any nation or other securities exchange, and any regulations having the force of law;
(xii) providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance with Section 219 of the Nationality Act;
(xiii) stalking or with the intent to otherwise harass another individual; and/or,
(xiv) collecting or storing of any personal data relating to any other User in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
8. Third Party Operators and Websites.
8.1. In the event we include links via the Service to third-party operators and/or websites (collectively “Third Party Provider”) which may include products, goods, services or information offered therein, these links are provided only as a convenience. If you clickthrough using these links to other websites, you may leave our Site. We do not control nor endorse any such Third-Party Provider. You agree that the Company Parties, as defined below, will not be responsible or liable for any content, products, goods, services or information provided or made available by a Third-Party Provider, including related websites, or for your use or inability to use the services of a Third-Party Provider.
8.2. You will use such links at your own risk. You are advised that other websites on the Internet, including Third-Party Provider websites linked from our Site, might contain material or information:
(i) that some people may find offensive or inappropriate;
(ii) that is inaccurate, untrue, misleading or deceptive; or,
(iii) that is defamatory, libelous, infringing of others’ rights or otherwise unlawful.
8.3. We expressly disclaim any responsibility for the content, legality, decency or accuracy of any information, and for any content, products, goods, services or information, that appear on any Third-Party Provider website or in advertisements or content that a Third-Party Provider may have listed or offered on our Site.
8.4. Your interactions with a Third-Party Provider found on or through the Service, including payment and delivery of goods or services, if any, conditions, warranties or representations associated with such matters are solely between you and the Third-Party Provider, except as may be otherwise stated herein. You acknowledge and agree that we are not a party to any transactions you may enter into, except as may be stated herein, using the Service and we shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to, the content, products, goods, services or information of a Thirty-Party Provider.
9. User Content.
9.1. “User Content” means any and all information and content that a User submits to, or uses with, the Services. User Content may include, without limitation, images of items listed for auction, descriptions of items and other relevant information to the sale of goods. You may choose to enter this information manually or, where available, synchronize with a third-party website. The Company does not verify the accuracy or completeness of User Content, and these may therefore be subject to errors.
9.2 In the event we permit Users to uploaded User Content to our Site, you are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate any of the Terms of Service.
9.3. Company does not and is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.
9.4. We may, at our discretion, pre-screen User Content submissions and may choose to remove User Content at any time we see fit. You agree that the Company is not responsible for any financial loss, liability or damage of any kind that you may incur as a result of our removing or refusing to publish User Content.
9.5. Suggestions and Improvements. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (v) you irrevocably waive, and cause to be waived, against the Company Parties and its Users any claims and assertions of any moral rights contained in such Feedback.
10. Term and Termination.
10.1. Subject to this section, the Terms herein will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your account) at any time for any reason, or no reason, at our sole discretion, including for any use of the Service in violation of these Terms.
10.2. Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. You understand that any termination of your account may involve deletion of your User Content associated with your account from our live databases.
10.3. The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your User Content. You may terminate your use of the Company Service at any time
11. User Representations. You expressly acknowledge, represent, warrant, and agree that you understand:
11.1. Company does not warrant or guarantee the suitability or availability of any material or content, including without limitation any, data, products or services, found through the Service.
11.2. Company does not screen the authenticity or quality of any material or content or any provider of material or content, including, data, products or services found through the Service.
11.3. Company makes no representations or promises regarding any material or content, and that some of the material or content provided via the Service may be owned or licensed by Third Parties.
11.4. Company is not a party to any transaction between you and any provider of products or services via the Service except as may be specifically stated herein. Any dispute shall be resolved between yourself and the provider of such products or services or your customer.
11.5. Company is not a law, accounting or other professional firm. We do not provide legal or accounting advice or guidance and no materials we present on the Site shall be considered to be providing such advice. In the event you use any agreements or contracts we make available on the Site for your use related to a purchase or sale of goods, you agree and understand we are providing these items for convenience. We recommend you seek professional guidance related to your use of these agreements.
11.6. You assume all risk when using the Service, including all the risks associated with any online or offline interactions with other Users, providers of products and services, and from additional fees or charges from your mobile carrier.
12. Indemnification.
12.1 You agree to indemnify, defend and hold harmless the Company, its parents, subsidiaries and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company Parties”) against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the Service, your breach of this Terms of Service, your infringement or violation of any rights of another, or termination of your access to the Service.
12.2. You hereby release and forever discharge the Company Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service, including any interactions with, or act or omission of, Buyers or Sellers or any Third-Parties, including but not limited to: (i) your use of the Service, (ii) any activity related to your accounts by you or any other person, (iii) your violation of these Terms; (iv) your infringement or violation of any rights of another, (v) your violation of applicable laws or regulations, or (vi) your User Content.
12.3. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13. Warranties, Disclaimers and Limitations of Liability. You expressly understand and agree that:
13.1. Your use of the Service is at your sole risk. The Service and the associated materials and content are provided on an “as is” and “as available” basis. The Company, its parents, subsidiaries and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company Parties”), expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a purpose and non-infringement. Without limiting the generality of the foregoing, the Company Parties make no warranty that: (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the Service will be accurate or reliable; (iv) the quality of any and all products, services, information or other materials, including all merchandise, products, goods or services, obtained or purchased by you directly or indirectly through the company Service will meet your expectations or needs; and (v) any errors in the Service will be corrected.
13.2. The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Service, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the Service; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Service; (v) for any disputes between Users of the Service or between a User of the Service and a Third Party; or (vi) for any other matter relating to the Service or any Third Party. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises the Company Parties of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Company and you. The products, information and services offered on and through the Service would not be provided to you without such limitations.
13.3. The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with or relating to the actions and activities of any third-party contractors and suppliers of services we may engage to provide services to you.
13.4. Notwithstanding the foregoing, the sole and entire maximum liability of the Company Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the charges paid by you directly to Company via the service, if any, for services provided solely and directly by Company to you.
13.5. You agree that regardless of any statute or law to the contrary, any claim you may bring must be filed within one (1) year after the cause of action occurred or it will be permanently barred.
13.6. Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.
13.7. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
14. Export Controls.
Notwithstanding anything else herein, Users may not provide to any person or export or re-export or allow the export or re-export of the Services or any Software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Users acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Company are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the aforementioned regulations and laws and are prohibited.
15. Digital Millennium Copyright Act ("DMCA") NOTICE
15.1. The Company respects the intellectual property rights of others. Per the DMCA, we will respond expeditiously to claims of copyright infringement on the Site if submitted to our Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, the Company will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
15.2. Procedure for Notifying the Company of Copyright Infringement. If you believe that your intellectual property rights have been violated by us or by a third party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent listed below:
(i) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(ii) A description of where the material that you claim is infringing is located on the Site;
(iii) An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not us, can contact you;
(iv) A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
(v) A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
(vi) Your electronic or physical signature.
15.3. We may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). the Company’s designated Copyright Agent is:
[Name] Divyabh Mishra
[Phone Number] 972-332-4999
{email address] privacy@datax.ai
16. Dispute Resolution.
16.1 Governing Law, Venue. This TOS shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed in the State of Delaware. Any legal suit, action or proceeding arising out of or based upon this TOS or the transactions contemplated hereby (“Related Proceedings”) may only be instituted in the state or federal courts of the State of Delaware (collectively, the “Specified Courts”), and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice, or document by mail to such Party’s address shall be effective service of process for any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS TOS IS LITIGATED OR HEARD IN ANY COURT.
17. Miscellaneous. The Parties are and shall remain an independent contractor of the other and nothing contained in this TOS shall be deemed to create an employer/employee, principal/agent, partnership, or joint venture relationship between the Parties. This TOS constitutes the entire agreement between the parties and contains all of the agreements between the parties with respect to the subject matter hereof; this TOS supersedes any and all other agreements, either oral or in writing (including any interim agreements executed by the parties), between the parties hereto with respect to the subject matter hereof. No change or modification of this TOS shall be valid unless the same be in writing and signed by an officer of Customer and Provider, respectively. All notices and other communications hereunder shall be in writing and shall be deemed given on delivery if delivered personally or sent by facsimile transmission with electronic confirmation, or four (4) business days following such notice being sent, if mailed by registered or registered, postage prepaid, to the other Party at the addresses as last reported to the other Party. Neither party will have the right to assign, pledge or transfer all or any part of the Terms of this TOS without the prior written consent of the other. If any provision of this TOS is held by a competent court to be invalid or unenforceable under applicable law, then such provision shall be severed from this TOS and the remainder of this TOS shall be interpreted as if such provision were so severed and shall be enforceable in accordance with its terms. Those provisions of this TOS which by their nature should survive termination, and all accrued and unpaid obligations arising hereunder, shall survive the expiration or termination of this TOS for any reason. No delay or omission by either party to exercise any right or power it has under this TOS shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or of any other covenant. All waivers must be in writing and signed by the party waiving its rights. The paragraph headings of this TOS are inserted for convenience only and shall not constitute a part of this TOS for the purposes of construing or interpreting any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neutral gender. The terms and conditions of this TOS shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this TOS, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this TOS, except as expressly provided in this TOS. Each Party shall use all reasonable efforts to take all actions necessary or desirable to consummate and make effective the transactions this TOS contemplates or to evidence or carry out the intent and purposes of this TOS.