ReadyGate Terms and Conditions
Updated February 17, 2024
ReadyGate is an automated gate technology solution created and owned by Lynxis Technology LLC (“Ready Gate”).
ReadyGate has been designed with minimal site constraints and customer requirements allowing owners/lessors of container depots, storage yards and other cargo facilities to streamline their entry and exit process and automate and secure their truck gates.
ReadyGate is comprised of an automated gate system (the “AGS System”), comprised of hardware and software and related services (collectively, the “AGS Services”) combined into a single gate solution (collectively the “Ready Gate Solution”). SYNAPSE™ and/or enVision™ software applications and other application programming interfaces (collectively, the “AGS Software”) that have been integrated with and are incorporated into and are part of the ReadyGate Solution.
ReadyGate is available as hardware-as-a-service basis on a monthly basis and the monthly cost includes all hardware, software and services needed to install, launch and support the Ready Gate Solution during the lease term.
The Use of the Ready Gate Solution is governed by these ReadyGate Terms and Conditions
These ReadyGate Terms and Conditions (“Terms” or “Terms of Service”), along with all exhibits, orders forms, policies and addenda incorporated herein, form a legal agreement (collectively the “Agreement”) between you or the legal entity you represent (“Client” or “Customer” or “you”) and Lynxis Technology LLC (“Lynxis,” “us,” or “we”), which governs your access to and use of the ReadyGate Solution and all of its products, services and associated software offerings (the “Service(s)”). By accepting the Agreement, you agree to be bound by these Terms and represent that have the authority to bind Customer to the Agreement.
1 Access and Use of the Ready Gate Solution
1.1 Right to Use ReadyGate Services
We will provide the Servies, and you may access and use the Services, in accordance with this Agreement and the terms and conditions of any applicable order. The parties’ rights and obligations regarding any information collected by ReadyGate in connection with the Services are governed by this Agreement and the Lynxis Privacy Policy. In the event of any conflict or inconsistency between this Agreement and the Lynxis Privacy Policy, this Agreement shall control, but only with respect to the provision or use (as the case may be) of the hardware and associated services comprising the AGS System (excluding the AGS Software); in all other respects, the Lynxis Privacy Policy shall govern.
1.2 Acceptance of the Terms of Service.
You may use the ReadyGate Solution in accordance with the terms of the Terms of Service. You represent that you have read, understood, and agree to be bound by these Terms of Service in connection with your access to and/or use of the ReadyGate Solution. By using the ReadyGate Solution, you will be deemed to have agreed to these Terms of Service.
1.3 Modifications
YOUR ACCESS TO OR USE OF THE READYGATE SOLUTION IS GOVERNED BY THE THEN-CURRENT TERMS OF SERVICE. We may modify these Terms of Service, and such changes will be effective ten (10) days following either notification to you or our posting of the changes to these terms on Lynxis’s website here(https://live.Lynxis.com/readygate-terms-and-conditions). Your continued use of the ReadyGate Solution after we post changes to these Terms of Service will be deemed acceptance of these Terms of Service as modified. Lynxis customer service representatives are not authorized to modify these Terms of Service or any Supplemental Terms, either verbally or in writing, and any such modifications will have no effect.
1.4 Limitations on Use
By using our Services, you agree on behalf of yourself and your users not to: (i) modify, prepare derivative works of, reverse engineer, decompile, or otherwise attempt to gain access to the source code of our Services or the AGS Software; (ii) knowingly or negligently use our Services in a way that abuses or disrupts any networks or the Services; (iii) store within, upload, or transmit through the Services any unauthorized data or content; (iv) market or resell the Services to any third party; (v) use the Services in violation of applicable laws or regulations; or (vi) harvest, collect, or gather any ReadyGate user data without lawful basis.
2 Orders, Fees and Payment.
2.1. Orders
You may place an order (“Order”) for Services using our then-current ordering processes. All Orders are effective on the earlier of: (i) the date you submit your online Order; or (ii) the date on the signature block of an executed Order (“Effective Date”). Acceptance of your Order may be subject to our account verification and credit approval process.
Subscription Orders
Client may subscribe for the Services for a particular premises by submitting an Order in the manner prescribed by Lynxis identifying the premises and such other information required by Lynxis to deploy ReadyGate. Client must electronically sign a formal quote to execute and submit an Order. All Orders are subject to Lynxis acceptance. Each Order will specify the applicable equipment, subscription term (the “Subscription Term”) and subscription and installation fees (“Subscription Fees” , “Installation Fees” and “Support Fees”, respectively) for the Services. All Orders are subject to the terms of this Agreement.
Each Order is treated as a separate and independent Order. Orders may only be modified by mutual agreement between Lynxis and Client and any changes to an Order must be made in writing.
2.2 Fees and Payment
Unless otherwise provided in the applicable Order or other writing executed by both parties, Subscription Fees are payable monthly in advance. Each month during the Subscription Term, Lynxis will invoice Client for the next month’s Subscription Fees, which invoice is payable by Client within fifteen (15) days of receipt. Installation and Support Fees shall be in the amount and payable as set forth in the applicable Order. Client shall also reimburse Lynxis for unexpected expenses incurred by Lynxis or its personnel in installing and implementing the AGS System. Except where otherwise specified herein or in an Order, any and all payments you make to us for access to the Services are final and non-refundable.
2.3 Taxes and Withholding
You are responsible for all applicable sales, services, value-added, goods and services, withholding and similar taxes, tariffs, or fees (collectively, “Taxes and Fees”) imposed by any government entity or collecting agency based on the Services, except for those Taxes and Fees for which you have provided an exemption certificate. In all cases, you will pay us the amounts due under this Agreement and any Order in full, without any right of set-off or deduction.
3 Client Responsibilities
3.1 Client is responsible for ensuring that the necessary resources, services and infrastructure are provided to meet the following Client responsibilities in connection with use of the ReadyGate Solution:
• protecting the AGS System equipment from damage and/or abuse and anything other than ordinary ‘wear and tear’.
• maintaining all power connectivity and terminations for ReadyGate
• all aspects of network connectivity, including all cabling and hardware and high speed remote connection access for support, maintenance and diagnostics purposes. (unless Lynxis is providing network equipment or remote internet connections as specified in an applicable Order)
• Client must meet its obligations regarding site readiness and validation of host data interfaces, conduit systems, and hardware IP addresses.
3.2 Site Readiness
Lynxis will require a site completion or ready date to be furnished by Client as part of an overall infrastructure project plan (the “Site Readiness Date”). This date will serve as the date after which Lynxis hardware installation can begin. Lynxis shall be entitled to assume that after the Site Readiness Date and prior to Lynxis’s arrival onsite to begin installation, all necessary conduit (with pull strings) must be in place, all necessary network jacks must be in place and operational, all necessary hardware power must be in place and ready to be used. All necessary concrete jersey barriers, and/or concrete pedestals and/or camera poles, all fiber-optic or remote internet network connectivity must be completed, in place, and wired for electricity and data by the Site Readiness Date. Lynxis is responsible for providing and installing all necessary above ground, flexible conduit systems with pull strings (control, power, network, junction boxes) to connect AGS System equipment.
Client will advise of schedule changes at the earliest possible date in an effort to mitigate risk to the project schedule. Lynxis reserves the right to perform a pre-inspection of the site prior to finalizing deployment schedules. Any additional travel expenses incurred by Lynxis due to late schedule change notifications will be billed to Client.
3.3 Permits
No permitting or equipment certification is expected to be required to complete the installation project, and Installation Fees do not include permitting. However, Lynxis strongly advises Client to research local requirements to ascertain its responsibilities and, if required, to secure any such certifications and/or permits for low voltage equipment included in the AGS System or in connection with installation.
3.4 Validation of all host data interfaces
Client and Lynxis will provide a validation team per the approved project schedule to simulate and validate the end to end operation of the host data interfaces if applicable for the project. The mutual goal of such validation effort is to minimize delays in system integration during the commissioning phase.
3.5 Power Connectivity
Client is responsible for all AC power connectivity and termination for ReadyGate equipment. A detailed power requirement will be delivered in accordance with the project plan following Lynxis’s acceptance of the Order. Power must be completed per Lynxis drawings prior to beginning System installation. In addition, any testing and/or correction of inconsistent power is the responsibility of Client unless otherwise noted in the applicable Order or mutually agreed project plan. To ensure optimum system performance, generator power backup is preferred and highly recommended for all gate components. Kiosks have their own built in UPS, which provide a minimum of one (1) hour of back-up power to the kiosk.
3.6 Hardware IP addresses
Client is responsible for providing all IP addresses for ReadyGate hardware that requires an IP address. Lynxis will provide a list of all ReadyGate-provided hardware that requires IP addresses to Client.
3.7 Network Connectivity
Unless otherwise provided in the applicable Order or mutually agreed project plan, Lynxis is not providing any network equipment. As such, Client is responsible for all aspects of network connectivity, including all cabling and hardware. Network setup at the site including jacks must be complete and lanes need to be connected to the home switch before installation begins. In addition, remote internet connectivity to the site by Lynxis resources must be available before software and system testing can begin. Client will provide access to an appropriate technical resource per the approved project schedule for support of network and/or power if any issues arise during installation and commissioning.
3.8 Space for System/Equipment Installation
Client will modify the applicable facility as needed to enable installation and protected operation of the AGS System within a protected 8’ (min.) lane area separated by concrete barriers as detailed in the site preparation drawings. Protected area must contain a lockable and climate controlled trailer, building or outdoor server rack to house System servers. Client will also arrange for safe, secure and insured storage onsite for equipment delivered to the site prior to installation.
4 Lynxis Responsibilities
4.1 Provided Equipment
As a part of the ReadyGate Solution, Lynxis will provide and install all required equipment as specified in an applicable Ordrer:
4.2 Project Management
Lynxis will provide a project manager to oversee the design, development, integration, commissioning, testing and go-live activities during the installation project. The project manager will provide direction to the internal team while working closely with Client to coordinate schedules and resource requirements.
4.3 Project Planning
Lynxis will work closely with Client and other members of the project team to produce an overall project plan to assist in planning and scheduling by all project participants. The project plan will consist of four milestones: initiation; design and plan; build and test; and deployment.
4.4 Project Status Meetings
Lynxis will establish periodic status meetings over the course of the installation project that will adjust in frequency as the project progresses. The status report and project schedule will be reviewed during these meetings.
5 System Testing, Launch and Operating Performance
5.1 Testing
Lynxis will perform onsite hardware and device level commission testing on all ReadyGate AGS System hardware installed. If any issues are found by Lynxis for equipment not installed by Lynxis, Client is responsible for correcting those issues. This testing is carried out after installation of the AGS System hardware and includes all functionality as is defined within the scope of work for the hardware as defined in the project plan.
Lynxis will correct any in-scope issues identified per the approved project plan. Upon completion of all issues or written agreement between Client and Lynxis of the expected resolution dates, the AGS System will be ready for production.
5.2 System Launch
Lynxis will provide a launch notification to the designated Client representative indicating the AGS System outlined in the Order is ready for Production Use. “Production Use” is defined as the usage, in whole or in part, of the AGS System as purchased in a manner that augments or integrates with the operations of Client’s business in any way. Client is required to validate operation of the AGS System and inform Lynxis within five (5) days of any issues needing to be addressed. Regardless of any notification from Client, Client’s continued use of the ReadyGate AGS System for production purposes for more than five (5) consecutive business days constitutes acceptance of the AGS System, and the AGS System as a whole will be deemed to be “in production”.
5.3 System Operation
Once in production, system will continue operating during working business hours of the facility minus any planned downtime. System requires certain dependencies and Client obligations to continue this operation. Any interruption to the operation should be communicated immediately to the Lynxis team.
5.4 System Support and Maintenance
Lynxis or its service partners will conduct periodic monitoring and remote support and maintenance services to help ensure optimum operation of the system during the term of this agreement. This will include hardware and software included in the system as supplied in the Order. Our support services will include comprehensive problem diagnostic and resolution support which works best when the Client provides experienced network and hardware administrators at the installation site capable of performing rudimentary preventative maintenance, hardware replacements and software configuration tasks.
6 Term and Termination
6.1. Term
Unless otherwise provided in an applicable Order, the Subscription Term for the AGS Service pursuant to an Order shall be five (5) years from the date of Production Use, as defined in this Agreement at Section 5.2. Upon the expiration of the Subscription Term, Supplier has the option, but not the obligation, to extend Subscription of the AGS Service for $5500/month unless otherwise quoted in the Order.
6.2 Termination for Material Breach
Either party may terminate the subscription to the AGS Service under an Order for material breach by the other party of the terms of this Agreement, if such material breach remains uncured following thirty (30) days’ written notice. Upon termination by Client, for Lynxis’s uncured breach, Client shall be entitled to the return of any prepaid Subscription Fees for the period following the effective date of termination. Upon termination by Lynxis for Client’s uncured breach, Client shall remain responsible for, and shall promptly pay Lynxis, the Subscription Fees that would be due and payable for the remainder of the Subscription Term.
6.3 Termination for Convenience
Client may terminate its subscription for the AGS Service under any Order at any time, for any reason or no reason at all, upon sixty (60) days’ notice to Lynxis; however, if Client terminates its subscription prior to the expiration of the Subscription Term for any reason other than Lynxis’s material breach which remains uncured following a thirty (30)-day cure period, Client will be responsible to pay Lynxis any accrued but unpaid Subscription Fees plus, as an early termination fee, the Subscription Fees that would be due and payable for the remainder of the Subscription Term or, as an alternative option, pay Lynxis to remove and relocate the AGS System to another Client location at then market rates while ensuring the payment of monthly fees for the AGS Service remain current.
6.4 Effect of Termination
Upon the expiration of the Subscription Term, Client has the option, but not the obligation, to purchase the AGS System hardware from Lynxis for $1.00. Operation of the hardware requires extension of the Subscription to the AGS Service. Should Supplier terminate the AGS Service prior to the end of the Subscription Term for convenience pursuant to Section 3.3, Client shall be obligated to purchase the AGS System hardware at the then-current fair market value from Lynxis (in addition to its responsibility for early termination fees as set forth in Section 6.3) or, as an alternative option, pay Lynxis to remove and relocate the AGS System to another Client location at then market rates while ensuring the payment of monthly fees for the AGS Service remain current.
7 License and Ownership of Intellectual Property Rights.
7.1 Limited License
Upon Lynxis’s acceptance of an Order and payment of the fees set forth in the applicable Order, Lynxis will grant Client a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Ready Gate Solution for the Subscription Term, in accordance with the terms of this Agreement and the applicable Order.
The Services and all rights, title, and interest, including all related intellectual property rights therein are and shall remain Lynxis’s property. These Terms are not a sale and do not convey or grant to you any rights in or related to the Services, or any intellectual property rights owned by Lynxis, except for the limited license granted above.
7.2 Intellectual Property Rights
Except as described in this Agreement, neither party grants and each party acknowledges that it will have no rights in any of the Intellectual Property Rights and Confidential Information of the other Party. All applicable rights to Intellectual Property Rights and Confidential Information are and will remain the exclusive property of the Party who originated those rights, except with respect to rights expressly granted to Client under this Agreement. Client expressly acknowledges and agrees that all rights, title and interest in the ReadyGate Solution and all Intellectual Property Rights therein belong to and remain exclusively with Lynxis and Client does not acquire and will not assert any interest in Ready Gate Solution by virtue of this Agreement. The Parties acknowledge and agree that there will be no joint development of intellectual property under the terms of this Agreement. The term “Intellectual Property Rights” for purposes of this clause means: all of Lynxis’s hardware, software, systems, records, materials, documentation, content, trade-marks, information or intellectual property that is or has been procured, created or developed by Lynxis (whether alone or jointly with one or more persons) or created or developed for, or licensed to Lynxis by another person and all modifications, adaptations, translations, enhancements, or improvements to the foregoing.
7.3 Restrictions of Use of Lynxis’s Software
Lynxis is the sole legal and beneficial owner of Lynxis’s Solutions, including but not limited to Synapse™ software, enVision™ software, RemKON™ firmware and the automatic gate system modules (the “Software”) which are contained in and run Lynxis’s Products and Solutions (“Lynxis Solutions”). Client shall not reverse engineer, decompile or disassemble the Software in whole or in part. Client shall not modify, merge, or incorporate any form or portion of the Software with other program or create any derivative work from the Software. Client has no ownership rights with respect to the Software source code. Client is prohibited from making any copies of the Software and from separating any of the Software’s component parts. Lynxis is the owner of the Software, Documentation and all elements thereof and Licensee hereby acknowledges that it does not own any part of the Software, Documentation or any elements thereof owned by Lynxis and cannot be deemed an owner of such programs under any theory of law or under any statute including, but not limited to, 17 U.S.C. §117. CLIENT agrees that the Software constitutes Confidential Information which belongs solely to Lynxis. CLIENT hereby agrees not to disclose, provide or otherwise make available the Software, including, but not limited to, any form of the application or screen execution, machine-readable code and documentation, in any form to any person. Copyright or proprietary notices shall not be removed from the supplied Software or related documentation. CLIENT will not register or make application for any patent, copyright or reserving in Licensee’s or any other party’s name, any information, data system or equipment furnished by Lynxis hereunder, nor will CLIENT suffer or permit others to do so. Lynxis reserves all rights not explicitly granted herein.
8 Warranties
Lynxis will provide the installation and related services with respect to the AGS Service in a professional and workmanlike manner.
In all other respects, CLIENT’S USE OF THE AGS SYSTEM, AGS SERVICE AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE AGS SERVICE IS AT CLIENT’S OWN RISK. THE AGS SYSTEM, AGS SERVICE AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE AGS SERVICE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER Lynxis NOR ANY PERSON ASSOCIATED WITH Lynxis MAKES ANY WARRANTY OR REPRESENTATION THAT THE AGS SYSTEM, AGS SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE AGS SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, Lynxis HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8.1 Equipment Warranty
All hardware manufactured by or for ReadyGate by Lynxis Technology, LLC that can be identified by the “Lynxis”, “RemKon” or “enVision” trademarks, trade names, or logos annexed to it will be free from defects in workmanship and materials under normal use for a period of (15) fifteen months from the date of original shipment (“Warranty Period”). Further details on ReadyGate warranties will be provided in an applicable Order.
9 Liability Limitations
9.1. LIMITATION ON INDIRECT LIABILITY
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER SUCH DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OR CORRUPTION OF FILES OR DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
9.2 Limitation on Amount of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL Lynxis BE LIABLE FOR LOSSES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE AGS SYSTEM, AGS SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE AGS SERVICE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DOWNTIME, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA OR INABILITY TO ACCESS OR DEPART THE PREMISES, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL Lynxis BE LIABLE, IN THE AGGREGATE FOR THE SUBSCRIPTION TERM AND ANY RENEWAL TERM, FOR LOSSES OF ANYKIND EXCEEDING THE SUM OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Lynxis AND CLIENT. CLIENT ACKNOWLEDGES AND AGREES THAT Lynxis WOULD NOT HAVE PROVIDED THE AGS SYSTEM OR AGS SERVICE FOR SUPPLIER’S USE IN THE ABSENCE OF THIS LIMITATION OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10 Indemnification
Client shall defend, indemnify and hold harmless Lynxis and its members, owners stockholders, successors, assigns, officers, directors, employees, agents and representatives (“Indemnitee”) from and against any and all claims, demands, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees and costs) asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to (i) any breach by Client of any of the terms or conditions of this Agreement; (ii) any negligent act, error or omission or intentional misconduct of Client, its permitted subcontractors or their officers, directors, agents, invitees or employees; (iii) any failure by Client to operate the Ready Gate Solution in accordance with generally accepted standards; (iv) Client’s violation of the terms of this Agreement or Client’s use of (or inability to use) the AGS System or AGS Service or any services or items obtained through the AGS Service, including, but not limited to, your use of any information obtained from or through the AGS System or AGS Service; or (v) any other suit or claim related to Client’s the use of the ReadyGate Solution or Client’s failure to comply with its obligations set forth herein.
11 Entire Agreement; Order of Precedence
The Agreement, including any applicable Order, sets forth the entire agreement between the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. Nothing contained in any document submitted by you will add to or otherwise modify this Agreement. We may update the Terms from time to time, which will be identified by the last updated date. We will make a reasonable effort to provide you advance notice of any material changes to the Terms, and your continued access to and use of the Services constitutes your acceptance of the then-current Terms.
12 Electronic Consent
Scope of Consent. By electronically indicating your acceptance of these Terms of Service, you voluntarily consent to receive and sign electronically documents presented to you online for signature relating to your use of the ReadyGate Solution.
13 General Terms
You may not assign these Terms without Lynxis’s prior written approval. Lynxis may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Lynxis’s equity, business or assets; or (iii) a successor by acquisition or merger. If any term of this Agreement is not enforceable, it will not affect any other terms. Both parties are independent entities and nothing in this Agreement creates a partnership, agency, fiduciary, or employment relationship between the parties. No person or entity not a party to the Agreement will be a third party beneficiary. Failure to enforce any right under the Agreement will not waive that right. Unless otherwise specified, remedies are cumulative. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. You hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Eastern or Southern Districts of New York. The Company hereby waives any objection that such courts represent an inconvenient forum. The Agreement may be agreed to online or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay or failure to perform under the Agreement due to any events or circumstances that are outside the impacted party’s control or that the parties could not have reasonably anticipated (e.g., natural disasters; terrorist activities, activities of third party service providers, labor disputes; acts of government, etc.), but only for so long as those conditions persist and the party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions. Language (applicable in Canada) It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigé en anglais. You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided to us in an applicable Order. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.
Last modified: 2/14/2023
