This Subscription Agreement (“Agreement”) between Certypie, Inc. a Delaware corporation with its principal office at 3651 FAU Boulevard Suite 400 Boca Raton, FL 33431 (“Securily”) and you, whether personally or on behalf of an entity (“Client”) are entered into effective as of the proposal approval date (“Effective Date”). Securily and Client can be referred to individually as a “Party” or collectively as “Parties”. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
For good and valuable consideration, the sufficiency of which is hereby acknowledged, Securily and Client agree as follows:
Services:
Securily owns and operates the website https://securily.com/ as well as other software that enables Securily to provide Client with access to and use of certain related solutions, products, and services (including, without limitation, generating reports (“Reports”), and providing professional services) (collectively, “Services”) as contemplated by this Agreement.
This Agreement includes a Schedule that describes the specific Services which Client will receive, along with associated fees (“Subscription Plan”). From time to time during the term of the Agreement, upon mutual agreement by the Parties, Services may be added through separately executed Subscription Plans. Each Subscription Plan shall be governed by and become part of this Agreement and is hereby incorporated by reference. In the event of any conflict between a Subscription Plan and this Agreement, the terms of this Agreement will govern, unless a Subscription Plan expressly references and amends a provision of this Agreement. Services will only be provided as listed in the Subscription Plan and will not include any additional Service(s).
Client recognizes and acknowledges that the provision of Services is dependent in significant part upon the timely cooperation of Client in providing information, content and data through the Services and/or provided to Securily by or on behalf of Client or its Authorized Users (as defined below), including, without limitation, information that could be considered personal data of an individual under applicable law (“Personal Information”), and login information for third-party accounts (“Client Content”). Securily may not independently verify all of the Client Content and shall be entitled to rely on the completeness, correctness and accuracy of the Client Content in the performance by Securily of the Services.
Securily License Grant and Authorized Users:
Subject to the terms and conditions of this Agreement, Securily hereby grants Client, for the duration of the Term, a non-exclusive, non-sublicensable right to use the Services for Client’s own internal business purposes and benefit, and for no other purpose. This license grant extends to individuals who are authorized, by both Client and Securily, to gain access to or use Services on Client’s behalf (“Authorized Users”). The client shall ensure that Authorized Users are limited to employees, contractors and agents who have a valid business relationship with Client. A client may designate certain employees to serve as “Admin” for the Services (herein referred to as an “Administrator User”). Each Administrator User is an Authorized User, and may have the right to access the Services, provision or de-provision Authorized Users on behalf of the Client, manage account permissions and settings, and make purchasing decisions on behalf of the Client.
Securily hereby grants Client a non-exclusive, royalty-free, perpetual license to use any Client-specific Reports provided by Securily for internal business purposes and benefit, and no other purpose. Client’s use of the Reports shall be in accordance with the terms and conditions of the Agreement, which provisions shall survive any termination of the Agreement, as applicable to such Reports.
Securily has an unrestricted right to refuse, immediately suspend, or immediately terminate User’s access to the Services without prior notice, if it determines that Client or any User: (i) has in any way violated the terms of this Agreement; (ii) has misused the Services; or (iii) use of the Services is prohibited by or conflicts with any applicable law, rule or regulation.
Client License Grant.
Client hereby grants Securily and their affiliates, for the duration of the Term, a non-exclusive, non-sublicensable license to use Client Content, for the purposes of providing the Services and which may be required for Securily to perform its obligations under this Agreement. The license grant includes, without limitation, the right to create, maintain and implement copies of Client Content for back-up, operational, legal, and archival purposes.
Client is at all times solely and exclusively responsible for Client Content including, without limitation, compliance with all applicable laws, intellectual property rights, confidentiality, and privacy agreements and/or policies. The Parties acknowledge and agree that all Personally Identifiable Information (“PII”), data, materials and other content associated with Client Content and/or Clients’s use of Services is the sole and exclusive responsibility of Client.
Fees and Payment for Services.
Client agrees to pay Securily fees for Services (“Fees”) as set forth in each Subscription Plan. Unless otherwise noted in the Subscription Plan, all Fees shall be billed annually in advance and paid within 30 days of receipt of invoice. Fees are nonrefundable and Client is responsible for all Fees accrued under access credentials issued to Client.
Client shall be responsible for, in addition to the amounts set forth in the Subscription Plan, all taxes (excluding those based upon Securily’s net income), fees, and assessments now or hereafter imposed by any governmental authority directly related to any of the rights or privileges (including access to and use of the Services granted to Client by Securily under this Agreement).
Client’s obligation to pay Securily is not contingent on if/when Client provides its ACH information or first uses the Services. If Client’s policies require a Purchase Order (“PO”) to pay invoices, Client must issue the PO to Securily no later than the Effective Date. Client will provide Securily with its most current payment related information and promptly notify Securily of any updates to such information.
Client will reimburse Securily for pre-approved, reasonable, out-of-pocket travel and related expenses incurred in performing the Services. Securily shall comply with Client’s travel and expense policy as made available to Securily prior to the provision of Services.
Upon fifteen (15) days prior notice to Client of non-payment of any undisputed Fees, Securily reserves the right to suspend provision of Services (“Suspension for Non-Payment”). Client agrees that Securily shall not be liable for any liabilities, claims or expenses arising from or relating to Suspension for Non-Payment. For clarity, Suspension for Non-Payment shall not release Client of its payment obligations under this Agreement and Client will not receive any refund or reduction in Fees.
Term and Termination.
This Agreement shall commence as of the Effective Date and shall continue until the effective date of any termination of the Agreement pursuant to this Section 5; provided that if any Subscription Plans are not terminated thereby, this Agreement will remain in full force and effect until the termination or expiration of any and all such Subscription Plans.
Each Subscription Plan shall have an Initial Term as listed therein. Thereafter, Subscription Plans shall automatically be renewed for terms equivalent to the duration of the original Initial Term (each a “Renewal Term”), unless either party gives Thirty (30) days written notice to the other prior to the expiration of the Term of its desire to not renew. The “Term” is the Initial Term plus all Renewal Terms.
This Agreement may be earlier terminated by either party, in whole or in part, (i) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 10 days after receiving written notice of such breach from the non-breaching party; or (ii) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days.
Upon expiration or termination of any Subscription Plan or this Agreement, Client’s right to access and use the Services shall immediately terminate. In addition, Securily shall have no obligation to maintain or provide any Client Content and may, unless legally prohibited, delete all Client Content in its systems or otherwise in its possession or under its control.
Those provisions of this Agreement which by their nature should survive termination, shall so survive termination, including, without limitation, ownership provisions, warranty disclaimers, intellectual property related restrictions, indemnification obligations and limitations of liability. In addition, all remedies for breach shall survive any termination of the Agreement.
Securily’s Obligations.
During the Term, Securily will make the Services available to Client in accordance with this Agreement.
Securily will not make available Client Content to third parties unless: (i) necessary to provide Services; (ii) expressly directed by Client through the Services or otherwise; (iii) permitted by this Agreement; or (iv) required to comply with any applicable laws or regulations.
Securily will use commercially reasonable efforts to safeguard Client Content in its possession from any: (i) unauthorized disclosure, access, use or modification; or (ii) misappropriation, theft, destruction, or loss.
Securily will use commercially reasonable efforts to ensure that the Services are available 24 hours a day, seven days a week. Notwithstanding the foregoing, the Services may be temporarily unavailable when deemed reasonably necessary by Securily to repair, maintain or upgrade the Services, or for causes beyond Securily’s commercially reasonable control.
Securily will use commercially reasonable efforts to provide support and maintenance for the Services in accordance with its standard practices. Securily is not required to provide resolutions for immaterial defects or defects due to modifications of the Services made by anyone other than Securily (or anyone acting at Securily’s direction). Securily will have no obligation to provide updates such as patches or revisions, except for updates that it makes generally available to all customers.
Client Obligations.
Client is responsible for activity occurring under Authorized User accounts and shall ensure that it and Authorized Users are in compliance with this Agreement. Client is responsible and liable for any and all breaches of any of its obligations and restrictions in this Agreement by any of its Authorized Users or employees or independent contractors.
Client will ensure that any information provided to Securily, including without limitation, Client Content, is accurate.
Client has all rights and authority necessary: (i) to provide Securily with the Client Content; (ii) to grant Securily the rights as contemplated by this Agreement; and (iii) to allow Securily to incorporate Client Content into the Services as may be required.
Client is solely responsible for, and will use the Services strictly in accordance with: (i) the terms of this Agreement; (ii) any accompanying specifications; and (iii) all applicable laws, rules and regulations.
Client shall obtain and operate all means modems, servers, software, network and communications equipment and ancillary services (“Systems”) needed to connect to, access or otherwise use the Services, including, without limitation, corresponding backup, recovery and maintenance services. Client shall ensure that all Systems are compatible with the Services, and shall maintain the integrity and security of Systems (physical, electronic and otherwise). that are owned, controlled or procured by Client.
Except as otherwise explicitly permitted pursuant to this Agreement, Client shall not, nor permit any other party or assist any other party (including any Authorized User) to do any of the following: (i) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit the Services; (ii) copy, modify or make derivative works based upon the Services; (iii) use the Services in a manner that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third-party; (iv) access the Services for competitive purposes or use the Services for any purpose other than its own internal use; (v) create any software, documentation or service that is similar to any of the Services or any documentation provided in connection therewith; (vi) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Services; (vii) remove, obscure or modify a copyright or other proprietary rights notice in the Services; (viii) use the Services in a manner that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (ix) attempt to gain or permit unauthorized access to the Services or its related systems or networks.
Client acknowledges that Securily may use Client Content as described in Securily’s Privacy Policy located at: https://securily.com/privacy-policy. Any Personal Data that is provided by Client pursuant to this Agreement will be handled in accordance with Securily’s Data Processing Addendum located at: https://securily.com/dpa (“DPA”), which is incorporated herein by reference and wherein Client is the Controller and Securily is the Processor of Company Content.
Proprietary and Other Rights.
Each Party’s trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of such Party, their licensors or other third parties. Except as explicitly granted, nothing herein grants a Party any right, title or interest in the other Party’s technologies or intellectual property, and each Party or their licensor’s reserves all rights.
As between Securily and Client, all right, title, and interest in and to the Services including, without limitation, all rights therein, and all derivatives, translations, modifications and enhancements thereof, are, and shall remain, owned exclusively by Securily or Securily’s licensors. This Agreement is not a sale and does not convey to Client any rights of ownership in or related to the Services. Securily alone shall own all rights, title and interest in and to any suggestions, enhancement requests, feedback, or recommendations provided by Client or any third-party relating thereto.
As between Client and Securily, Client exclusively owns all rights, title and interest in and to all Client Content. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Client Content, and hereby warrants that that it has and will continue to have all rights and consents necessary to allow Securily to use all such data as contemplated by this Agreement.
Provided, all Fees are paid in full, and subject to and without limiting Securily’s rights in, and ownership of the Services, including without limitation any methodology used to create Reports, Client owns all rights, title and interest in and to all Reports.
Provided, all Fees are paid in full, and subject to and without limiting Securily’s rights in, and ownership of the Services, including without limitation any methodology used to create Reports, Client owns all rights, title and interest in and to all Reports.
Confidentiality.
“Confidential Information” means information one party shares with another which the disclosing party identifies as confidential or the receiving party should reasonably understand to be confidential given the circumstances and the nature of the information. Confidential Information does not include information that the receiving party can demonstrate: (i) it knew without restriction before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving party; (iii) it rightfully received from a third-party without a duty of confidentiality; or (iv) is independently developed without use of or reference to Confidential Information. The receiving party may use Confidential Information only to fulfill its obligations under this Agreement and to exercise the rights expressly granted to it under this Agreement with respect to such Confidential Information, and the receiving party must use at least reasonable care to prevent any unauthorized use or disclosure of Confidential Information. The receiving party may share Confidential Information with its employees, agents and contractors who need to know it for the purposes of this Agreement, as long as they are bound to confidentiality obligations consistent with this Agreement. If compelled to do so by law, the receiving party may disclose Confidential Information as long as it provides reasonable prior notice to the disclosing party, unless a court orders that the disclosing party not be given notice, and reasonably cooperates with the disclosing party in its efforts to limit any such disclosure or to obtain a protective order.
Third-Party Services and Websites
The Services may integrate with or contain links to non-Securily websites, services, or resources (“Third-Party Websites”). Client is responsible for enabling any integration with Third Party Websites, including any required notification of Third-Party Websites providers. By enabling or agreeing to any integration with Third-Party Websites, Client acknowledges that it is instructing Securily to share the Client Content with the providers of such Third-Party Websites. Securily assumes no responsibility for the content, accuracy, privacy policies, legality or practices of the Third-Party Websites. Client acknowledges that the third-party providers may access or use Client Content as required for the interoperation of their products and services with the Services. This may include transmitting, transferring, modifying or deleting Client Content, or storing Client Content on systems belonging to the third-party providers or other third parties. Any third-party provider’s use of Client Content is subject to the applicable agreement between Client and such third-party provider. Securily is not responsible for any access to or use of Client Content by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. Securily shall have no liability arising out of or related to such Third-Party Websites and/or their services or any damages or loss caused or alleged to be caused by or in connection with the use of any Third-Party Websites. In addition, Securily is not a party to or responsible for any transaction Client may enter into with any Third-Party Websites.
Warranties
Each Party represents and warrants to the other that: (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (ii) it has all corporate authority to execute and perform the Agreement; (iii) its execution of the Agreement will not conflict with or violate any other agreement to which such party is a party; and (iv) it will not knowingly introduce viruses/malware to the other Party’s systems.
Disclaimers.
The Services are provided for informational use only and do not constitute, and should not be construed as: (i) a recommendation or endorsement of Client’s products or services; or (ii) advice or recommendations of any nature whatsoever, including but not limited to business or legal advice.
Securily has no special relationship with or duty to Client and Securily has no control over, nor any duty to take any action regarding: (i) Authorized Users; (ii) Client Content; (iii) Client’s use of Services; or (iv) any actions taken by Client based on the Services.
Under no circumstances will Securily be liable in any way for any Services, including, but not limited to, any errors or omissions in Reports or any loss or damage of any kind incurred in connection with use of or exposure to any information posted, emailed, accessed, transmitted, or otherwise made available via the Services. Client acknowledge that all information used or accessed using the Services is at Client’s own risk and Client may be solely responsible for any damage or loss to any party resulting therefrom. Securily reserves the right to modify the Services, in whole or in part, at any time, for any or no reason.
WITHOUT LIMITING ANY OF THE DISCLAIMERS HEREIN, SECURILY PROVIDES ALL SERVICES, AND ANY OTHER RELATED MATERIALS, “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TIMELINESS, RELIABILITY, COMPLETENESS, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE RESULTS OF USING THE SERVICES OR REPORTS WILL MEET CLIENT REQUIREMENTS, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
Mutual Indemnity.
Securily will indemnify, defend and hold harmless Client, its officers, directors, employees and representatives from any third-party liability or expense (including reasonable attorney’s fees) (“Liabilities”) arising from any third-party claim that Services (not including any third party data, services or other intellectual property (e.g., Third-Party Websites)) in the form provided by Securily infringe third-party US intellectual property rights. Securily shall have no obligation for claims arising from or related to: (i) combination of Services with products or services not supplied by Securily, where the cause of action would not have arisen but for such combination; (ii) adaptation or modification of Services by or on behalf of Client, where the cause of action would not have arisen but for such adaptation or modification; (iii) Client’s failure to follow instructions provided by Securily which would have cured the cause of action, provided that following such instructions would not have caused Client substantial additional cost; (iv) use of the Services other than as expressly authorized herein; or (v) Client’s continued use of a version of the Services other than the most recently released version, where the cause of action would not have arisen if such most recently released version had been used.
Client will indemnify, defend, and hold harmless Securily, its officers, directors, employees and representatives from any Liabilities arising from any third-party claim arising out of (i) Securily’s use of Client Content in accordance with this Agreement; or (ii) use of the Service in a manner that breaches the Agreement.
Each Party’s indemnification obligations are conditioned upon: (i) the indemnified Party providing the indemnitor with prompt written notice of any claim (provided that the failure to promptly notify will only relieve indemnitor of its obligation to the extent it can demonstrate material prejudice from such failure); (ii) indemnitor having sole control and authority with respect to the defense and settlement of any such claim; and (iii) the indemnified Party cooperating fully with indemnitor, at indemnitor’s request and sole cost and expense. The indemnitor shall not, without the prior written consent of the indemnified Party (not to be unreasonably withheld or denied), agree to any settlement of any such claim that does not include a complete release of the indemnified Party from all liability or that imposes any admission, liability, obligation or restriction on the indemnified Party. Without limiting the foregoing, the indemnified Party may participate with its own counsel, at its own expense.
Limitation of Liability and Damages.
EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF BREACHES OR VIOLATIONS OF THE LICENSES DESCRIBED HEREIN, AMOUNTS OWED TO THIRD PARTIES IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS, AND BREACHES OF A CLIENT’S OBLIGATION TO PAY ANY FEES FOR SERVICES ALREADY PROVIDED, (I) IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER FOR PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF THE CAUSE OF ACTION AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES; AND (II) IN NO EVENT WILL A PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID OR OWED BY CLIENT UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Export & Anti-Bribery Compliance.
Each Party represents and warrants that neither itself, nor its controlling parties, directors, officers, or employees, contractors, vendors, or agents that will take any action in relation to this Agreement, are: (i) included on any of the sanctions or denied party lists maintained by the U.S.
Government, as may be updated from time to time, such as the Specially Designated Nationals and Blocked Persons list and Foreign Sanctions Evaders List administered by the U.S. Department of Treasury, sanctions lists administered by the Department of State, and the Denied Persons List, Unverified List, and Entity List maintained by the U.S. Department of Commerce’s, or by any government authority in the countries where such Party operates or activity within the scope of this Agreement will take place (“Sanctioned Parties”); (ii) resident in, located in, or formed in any country with which trade is prohibited under U.S. sanctions laws, currently including Cuba, Iran, North Korea, Syria, and the Crimea territory (“Sanctioned Jurisdictions”); or (iii) (a) a Party shall not (A) engage in commercial bribery or kick-backs that are prohibited by any applicable law, (B) use, transfer, or release Service(s) to, or take any activity in relation to this Agreement, in Sanctioned Jurisdictions and/or with individuals or entities that are Sanctioned Parties; and (b) each Party shall fully comply with all anti-corruption and anti-bribery laws of the countries in which the Parties operate, including the U.S. Foreign Corrupt Practices Act. Each Party warrants that it will not offer, promise, pay, or give anything of value, directly or indirectly, to or from a department, agency, or instrumentality of a government or public organization, (including candidates, wholly or partially government-owned or controlled company or business, or political parties (each, an “Official”) in order to influence the Official’s official acts and decisions, to induce an Official to use his or her influence with a government or instrumentality thereof, or otherwise secure any improper advantage.
Insurance. During the Term, each Party will maintain, at its sole cost and expense, general commercial liability insurance and professional liability insurance with appropriate levels of coverage given the nature of each Party’s business with financially sound and reputable insurance companies. Each Party will also maintain, at its sole cost and expense, workers’ compensation insurance in accordance with applicable state laws. Each Party will provide the other party with certificates of insurance evidencing such insurance coverage upon the other party’s written request.
Governing Law; Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements negotiated, executed, and performed entirely within the State of Delaware, without regard to its conflicts of laws rules.
Any action arising under or related to this Agreement will be resolved by arbitration in Delaware, under the Commercial Dispute Resolution Procedures of the American Arbitration Association and the Rules for Emergency Measures of Protection. The arbitration will be decided by a single arbitrator whose decision will be final and binding. The prevailing party is entitled to reasonable attorneys’ fees and costs. The arbitration will be confidential except as required by law. Judgement upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. THE PARTIES UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, THE CLIENT AND SECURILY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.
General.
Electronic Communication. The Parties agree to the exchange of information electronically and acknowledge the risks deriving from electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties. Neither Party is not liable to the other for the risks related to electronic communication, provided that such Party has taken all commercially reasonable precautions.
Publicity. Except in order to identify Client as a customer, Securily is prohibited from using Client name and logo without Client’s prior written consent.
Assignment. This Agreement and the licenses granted herein are not transferable or assignable without the prior written consent of the non-assigning Party; provided, however, that either Party upon written notice to the other Party may assign this Agreement to any of its affiliates or to any successor to all or substantially all of its business that concerns this Agreement (whether by the sale of stock or assets, merger, consolidation or otherwise). This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the Parties.
Independent contractors. The parties enter into the Agreement as independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Neither Party has the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
Headings. Headings for each section have been included herein for convenience, however, such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
Notices. Notices must be in writing and are effective when: (i) delivered personally; or (ii) sent by email to the billing email for Client, and to notice@Securily.com for Securily, with the subject line “LEGAL NOTICE”. If the sending Party receives an error notice because the receiving Party has changed its email address without formally notifying the sending Party, the email notice is deemed effective as long as the sending Party used the last email address provided by the other Party for the express purpose of receiving notices and attempts to reach the receiving Party by phone or by forwarding the notice to the contact email address on the receiving Party’s website.
Enforceability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Waiver. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect that Party’s right to enforce such provisions, nor shall the waiver by either Party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
Force Majeure. Neither Party will be liable for failure or delay in performance due to causes beyond its reasonable control, including without limitation: acts of God, epidemics, terrorism, war, riots, fire, earthquake, flood, or failure of the internet or communications infrastructure.
Electronic means. Any requirement for a “written” statement can be fulfilled by using a digitized version communicated by electronic means such as facsimile or email, provided the identity of the sender and integrity of such electronic means can be determined with sufficient certainty.
Counterparts. This Agreement may be executed in one or more counterparts. Faxed or emailed PDF copies of a Party’s signature or signatures exchanged by digital process (e.g., DocuSign®) constitute valid and binding originals.
Entire Agreement. Both Parties agree that this Agreement is the entire and exclusive statement of the mutual understanding of the Parties and supersedes all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement and that all modifications and waivers of any provisions hereof must be in writing, signed by both Parties, except as otherwise provided herein.