TERMS AND CONDITIONS
Introduction
System73. Terms of Service
These are System73s ("System73," "Company," "we," "us" or "our") Terms of Service (the "Terms") govern how you may access and use: Edge Intelligence and Edge Delivery along with the various tools and documentation, such as access software development kits ("SDKs") and application programming interfaces ("APIs"), made available by System73 (collectively, the "Tools"). We may from time to time provide you with a more detailed description of the Service through published software libraries, APIs and additional resources we make available to you on our Site.
BY CLICKING "CONTINUE” ON THE SIGNUP PAGE OR BY ACCESSING OR USING THE SERVICE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN OUR PRIVACY POLICY, WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICE. IF YOU ACCESS OR USE THE SITE, TOOLS OR SERVICE ON BEHALF OF A COMPANY, PRINCIPAL OR OTHER ENTITY (WHETHER A SINGLE ENTITY OR MULTIPLE ENTITIES), YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND EACH SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND THAT THESE TERMS ARE FULLY BINDING UPON SUCH ENTITY AND ITS AFFILIATES. IN SUCH CASE, THE TERM "YOU" AND "YOUR" WILL REFER TO BOTH YOU INDIVIDUALLY AND SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE, TOOLS OR SERVICE. YOU SHOULD READ AND KEEP A COPY OF THESE TERMS FOR YOUR RECORDS.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Changes to these terms
We reserve the right to modify these Terms. We will post the most current version of these Terms on System73’s Web portal or you can also access them at https://www.system73.com/terms/. If we make material changes to these Terms, we will post the updated version of the Terms at the above link. If you do not accept the changes, you must stop using the Services. Your continued use of the Services after we publish our changes to these Terms means that you are consenting to the updated terms.Thank you for using the System73 Edge Service (collectively, the “Service”).
The Service
System73 will provide Services to Customers as specified in a mutually Accepted Service Order, subject to the terms and conditions herein. System73 will not be bound to provide Services until the applicable Service Order has been mutually accepted. However, if Customer begins using Services before the Service Start Date in an applicable Service Order, the provision and use of such Services nonetheless will be governed by the terms and conditions herein.
Customer acknowledges that System73 (a) does not own or control any of the CDN services provided as a service, including local circuit links, leased co-location spaces, leased space cross-connects, Internet service providers (“ISP”) providing connectivity to System73, other networks outside the connectivity to System73 or ISPs, or the “Internet”. System73 will not be responsible for performance or non-performance within such networks or within non-System73 operated interconnection points between the connectivity and other networks, (b) is a mere intermediary conduit for the transmission of Customer Content and does not exercise editorial or other control over such materials and (c) will not be responsible for, and expressly disclaims any liability arising from, any such materials or other data accessible on the Internet or for any actions taken on the Internet.
System73 may at any time, and without notice, use the services of one or more affiliates, suppliers or subcontractors in connection with the performance of its obligations under these terms and conditions, and Customer’s obligations to System73 extend to those parties when acting on System73’s behalf.
Given the nature of the Services, Customer, and not System73, is solely responsible for (i) all bandwidth abuse, theft or other unauthorized usage or activity occurring on Customer ‘s account (e.g., leeching or hotlinking/direct linking to content), (ii) all resulting Fees and costs, (iii) implementing any monitoring, defensive or protective tools or measures (whether offered by System73 or a third party) related to Customer’s account and (iv) regularly monitoring all usage of bandwidth and Services and other activity on Customer’s account.
System73 makes available to Customer, through System73 reporting tools and the System73 Provisioning and Support Portal, data regarding Customer’s billable usage of bandwidth or Services; but System73 is not responsible for notifying Customer of usage or activity patterns occurring on Customer’s account.
System73 may modify the configuration of the Services, provided such modifications are necessary due to technical, economic or regulatory developments or to maintain the quality standard of Services and such modification will not affect the essential characteristic features of Services ordered. In such an event, System73 shall use commercially reasonable efforts to notify Customer prior to any such modification becoming effective. Customer’s continued use of Services following the modification will constitute Customer’s acceptance of the modification.
Your Use of the Service
To protect your System73 account, keep your password confidential. You should not reuse your System73 account password on third-party applications.
Your Information
Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service.
Customer Obligations
For Services to function as intended, Customers must cooperate in good faith with System73 to configure and enable Services. When Customer elects to send or receive Customer Content using Services, Customer is solely responsible for modifying its content identifiers, consistent with instructions that System73 provides, to enable System73 to deliver the selected content. This may include changing the alias information in Customer’s DNS record so that hostname addresses of page objects resolve to System73’s servers.
Customer acknowledges that the timely and successful performance of Services requires good faith cooperation by the Customer. Therefore, Customer will (a) furnish all information reasonably requested by System73, (b) comply with all laws, regulations, orders and statutes which may be applicable to Customer, and (c) timely perform its obligations as necessary to meet any schedule or deadline in the applicable Service Order. In the event that any failure by the Customer to comply with the provisions of this Section results in any delay, deficiency or interruption in the performance of Services, System73 shall not be deemed in breach of the applicable Service Order for such delay, and Customer shall be responsible for any costs reasonably incurred by System73 in addressing and remedying such Customer’s delay, deficiency or interruption.
The Services provided by System73 pursuant to these Terms and conditions and under any Service Order shall only be used for purposes assumed under these Terms and conditions and in accordance with applicable local legislation, rules and regulations. System73 shall be entitled, at its reasonable option, to immediately suspend Services if in its sole opinion Services are being used in a manner that may result in liability or other damage for System73.
Acceptable Use
As between the Parties, Customer is solely responsible for any Customer Content stored, reproduced, displayed or distributed using Services.
If System73 determines, in its sole reasonable discretion, that Customer Content or Customer’s use of Services violates System73 policies or otherwise adversely impacts the Services, System73 reserves the right to take remedial measures including blocking or disabling access. System73 will use commercially reasonable efforts to limit the measures to the extent necessary to resolve the adverse impact without undue interruption of Services. The Parties will work together in good faith to resolve the problems or issues causing, in whole or part, the adverse impact. For purposes of these Terms and conditions, “adversely impacts” does not mean an unscheduled increase in End User traffic.
Fees and Payments
Customer will pay to System73 all Fees incurred on Customer’s account in full, as set forth in the Service Order, without off-set, withholding or deduction by Customer. System73 will provide Notice of all changes to the Services, including new features, functions or services. The new Services will be effective on the date set forth in the notice. For Services purchased without a monthly or other rate commitment or where such commitment has terminated or expired, System73 will provide at least 30 days’ written Notice of rate increases.
All charges are exclusive of Taxes. Customer is solely responsible for all Taxes payable in connection with Services. If Customer is required by law to make any deduction or withholding from any payment due hereunder to System73, then, notwithstanding anything to the contrary contained in this Terms and conditions, the gross amount payable by Customer to System73 will be increased so that, after any such deduction or withholding for taxes, the net amount received by System73 will not be less than System73 would have received had no such deduction or withholding been required.
Upon mutual Acceptance of a Service Order, System73 will begin billing Customer for all monthly recurring charges (each, an “MRC”) as of the Service Start Date as defined on the Service Order.
All Fees will be billed and payable in the currency specified on the Service Order, unless otherwise mutually agreed in writing.
Unless otherwise agreed to in writing by the Parties, Customer shall pay all invoices within Thirty (30) calendar days of the invoice date by transferring the invoiced amounts to the bank account designated on the invoice. All invoices may be provided to Customer electronically. In respect of all due and unpaid invoiced amounts, System73 reserves the right to charge an interest of one and half percent (1.50%) per month of all invoiced amounts from the due date as set out above until full and final payment of such amounts and (ii) reasonable collection costs incurred in respect of such unpaid invoiced amounts, including but not limited to reasonable legal expenses. Notwithstanding anything contained herein to the contrary, System73 may, at its sole discretion, require Customer to provide credit card information to keep on file and bill against if necessary to secure regular payments.
Grant of Rights, Intellectual Property
System73 grants to Customer, as applicable, the non-exclusive right to access and use the System73 Services during the Term. As between the Parties and subject only to the rights of use expressly granted by System73 herein, System73 retains all worldwide rights, title and interest in and to the Services, System73 equipment, network and methodologies, software or other Intellectual Property Rights embodied therein provided in connection with the Services, System73 Confidential Information, all revisions thereto, derivatives thereof and all Intellectual Property Rights therein, whenever developed. Customer will not, except insofar as permitted by applicable law, and will require End Users to not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Services or System73 Confidential Information. Customer will provide reasonable assistance to System73, at System73’s cost, to secure protection of System73’s Intellectual Property Rights, including assistance in preparing and filing applications, registrations, assignments and other instruments to perfect title.
Customer grants to System73, and its agents, suppliers and subcontractors, the non-exclusive right to access and use, ingest, reproduce, format, store, distribute, display, perform and make modifications to Customer Content, including encoding, decoding, translating, compressing, decompressing, encrypting, decrypting, repackaging, encapsulating, de-encapsulating, chunking, segmenting, storing, transmitting, distributing, making derivative works of and otherwise managing instances of such Customer Content and associated metadata, solely for the purposes of the Order Form. The foregoing license includes the creation, storage, duplication, modification and distribution of packages that include Customer Content in connection with the performance by System73 of the Services requested by Customer pursuant to the Order Form. As between the Parties and subject only to the licenses expressly granted by Customer herein, Customer or End Users, as applicable, retain all rights, title and interest in and to Customer Content, Customer Confidential Information and other Customer Intellectual Property Rights. System73 will not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Customer Content or Customer Confidential Information.
Customer Data
Customer acknowledges that System73, its Affiliates and their respective agents will, for the purpose of the provision of Services, come into possession of Customer Data. However, Customer shall remain the data controller for purposes of the applicable data protection laws with System73, its Affiliates and their respective agents having only the functions of the data processor acting on behalf of the Customer.
System73 will use reasonable technical and organizational measures to protect Customer Content and Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against other unlawful forms of processing. Customer will provide System73 with direction as to processing of the Customer Data in accordance with Customer’s then current privacy policy and other privacy laws, rules and regulations applicable to Customer. All use of Customer Data by System73 will be at Customer’s direction and solely on behalf of Customer, including as set forth in the Order Form.
Customer acknowledges and agrees that System73, its Affiliates and their respective agents may use, process and/or transfer Customer Data (including transfers to entities in non-EEA countries that do not offer an adequate level of protection for the processing of personal data as required under the EU Directive 95/46/EC, as may be amended and replaced in the future): (i) in connection with the provision of Services; and (ii) to incorporate Customer Data into databases controlled by System73 and its Affiliates for the purpose of administration, provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer analysis and reporting, marketing and Customer use analysis.
Customer warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of End User Data and other Customer Data as described in this Section. Customer shall comply with all applicable data protection laws, specifically execute all respective Model Contracts for the transfer of personal data to third countries and take other actions required. This shall include inter alia making notifications or obtaining authorization from authorities of the relevant jurisdictions regarding the transfer of End User Data and other Customer Data by System73 outside the EU/EEA.Customer will not provide to System73 any Customer Content: (a) that is inappropriate or unlawful; (b) contains viruses, worms, corrupt files, Trojan horses and other forms of corruptive code or any other content, which may compromise the Services or System73’s network; (c) that violates the property rights of others, including unauthorized images, programs, trademarks or other Intellectual Property Rights; or (d) that has any links or connections to any of the above.
Processing of End User Data
Customer acknowledges that System73, its Affiliates and agents, by virtue of providing Services, can process End User Data with Customer remaining the controller of such data.
Customer acknowledges that any processing of End User Data occurs exclusively at the direction and discretion of the Customer, such direction and discretion exercised through workflows or other agreed upon means.
Nothing in this Section is intended to restrict the rights and obligations of System73 and Customer in respect of Customer Data as defined and as set forth above.
Confidentiality
“Confidential Information” means, with respect to a Party (the “Disclosing Party”), all non-public confidential information pertaining to such Party’s business (including such information of a Party’s subcontractor or a Party’s Affiliate), in particular information containing customer lists, customer information, technical information (including technical layouts and designs, configurations of cables, network etc.), pricing information, trade secrets, financial positions, customer communications or proposals, benchmarking information, satisfaction surveys or information relating to business planning or business operations and the terms of this Terms and conditions including any Service Order. System73 and Customer will comply with this Section when exchanging Confidential Information under these Terms and conditions, including any Service Order. Confidential Information will be designated and/or marked as confidential when disclosed. However, any information that the Party receiving such information (the “Receiving Party”) knew or reasonably should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party even if not designated or marked as such.
The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least the same degree of care that Receiving Party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under these Terms and conditions. Confidential Information of the Disclosing Party will be disclosed only to those employees of the Receiving Party with a need to know such information. System73 may, for the purpose of exercising rights and performing obligations under these Terms and conditions, disclose Confidential Information of Customer also to System73’s Affiliates and System73’s subcontractors.
The Receiving Party shall not be liable to the Disclosing Party for the release of Confidential Information if such information: (a) was known to the Receiving Party on or before the Effective Date without restriction as to use or disclosure; (b) is released into the public domain through no fault of the Receiving Party; (c) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceedings or otherwise required by law.
The Receiving Party’s obligation under this Section shall expire five (5) years after termination of this Terms and conditions.
Warranties
System73 warrants that it shall provide Services in compliance with applicable laws and regulations and in a professional and workmanlike manner. System73 shall use all commercially reasonable efforts to provide Services without interruptions. The Parties acknowledge, however, that it may be technically impracticable to provide Services free of any defects or interruptions. Therefore, System73 cannot and does not guarantee that Services will be uninterrupted or error free.
Except as otherwise set forth in this Section, System73 does not make and disclaims (i) all warranties that the Services will be uninterrupted, defect-free or completely secure, and (ii) the implied warranties of merchantability and fitness for a particular purpose. All Services are provided on an “as is” basis, and Customer’s use of the Services is solely at its own risk.
Customer represents and warrants that it owns, controls or possesses all necessary rights to the Customer Content and any materials it supplies to System73, including the programs and any advertising therein, free and clear of any and all claims, rights and obligations whatsoever and is empowered to grant the rights, licenses and privileges granted in these Terms and conditions.
Indemnification
Customer will, at its cost, defend, indemnify and hold harmless System73 and its officers, directors, employees, agents and permitted successors and assigns (each a “System73 Indemnitee”) through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (including allocable costs of in-house counsel) (“Claim”) brought against a System73 Indemnitee arising out of or based upon (a) bodily injury, death or loss of or damage to real or tangible personal property to the extent that such Claims were alleged to have been proximately caused by any negligent act, omission or willful misconduct of Customer or their respective agents or employees; (b) operation or use of Customer’s products, websites or services; (c) Customer Content, including any allegation that Customer Content or any other data or information provided by Customer infringes any third party Intellectual Property Rights or otherwise violates applicable law; (d) Customer’s failure to comply in any material respect with the AUP or applicable law; (e) the unauthorized use of or access to Services by any person using Customer’s systems or network; (f) System73’s compliance with Customer specifications; (g) a combination or modification of the Services by or on behalf of Customer by anyone other than System73 or its authorized agents; (h) distribution (including by sale or importation), decoding, decrypting, duplication, storage, display/playback, modification or any other use of Customer information by any entity other than System73; or (i) information, data, or other Customer Content provided by or on behalf of Customer to System73.
System73 will, at its cost, defend, indemnify and hold harmless Customer and its officers, directors, employees, agents and permitted successors and assigns (each a “Customer Indemnitee”) from and against any third-party Claim brought against Customer Indemnitee based upon allegations that Services directly infringe any patent issued as of the Effective Date of this Terms and conditions under the laws of the country in which the Services are being provided to Customer or any third-party copyright. Notwithstanding the foregoing, System73 will have no liability for any infringement of patents, copyrights or other intellectual property rights based upon or resulting from Customer Content, use of Services in a manner not specified in applicable System73 documentation, or services or products not supplied by System73. If Services, or any material portion thereof are determined to infringe and the use enjoined, System73 will have the option, at its sole cost, to (i) obtain the right for Customer to continue using Services, (ii) modify Services so that they are non-infringing, (iii) substitute functionally similar, non-infringing services or (iv) if none of the foregoing is available to System73 on commercially reasonable terms, terminate the Terms and conditions and return to Customer any unused Customer prepaid Fees for which Services have not been provided as of the date of termination.
The System73 Indemnitee or Customer Indemnitee as applicable (each an “Indemnified Party”) will (a) promptly provide Notice to the indemnifying Party (“Indemnifying Party”) of any Claim for which indemnity is claimed (provided, that, any delay in providing Notice will not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay), (b) permit Indemnifying Party to control the defense of any such Claim and (c) provide reasonable assistance at Indemnifying Party’s reasonable cost. Subject to the foregoing, in any Claim for which indemnification is sought, the Indemnifying Party may select legal counsel to represent the Indemnified Party (such counsel to be reasonably satisfactory to the Indemnified Party) and to otherwise control the defense. If the Indemnifying Party elects to control the defense, the Indemnified Party may fully participate in the defense at its own cost. If the Indemnifying Party, within a reasonable time after receipt of notice of Claim, fails to defend the Indemnified Party, the Indemnified Party may defend and compromise or settle the Claim at the Indemnifying Party’s cost. Notwithstanding the foregoing, Indemnifying Party may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on Indemnified Party or diminishes Indemnified Party’s rights, without obtaining Indemnified Party’s express prior consent, such consent not to be unreasonably withheld or delayed, other than cessation of infringing activity, confidential treatment of the settlement, and/or payment of money that is fully indemnified by the Indemnifying Party under these Terms and conditions.
This Section provides the sole and exclusive remedy of Customer and the exclusive obligations of System73 in connection with any third-party claim, action, suit or other demand asserted against Customer as described above (in respect of System73’s obligations to indemnify Customer only), and System73 disclaims all other warranties and obligations with respect thereto. System73’s obligations under this Section are subject to the limitations in the liability Section below.
Liability
With the sole exception of willful misconduct or fraud and without prejudice to any limitation of liability contained elsewhere in these Terms and conditions or in any other contractual documents being part of these Terms and conditions, especially in any relevant Service Order concluded hereunder, System73’s total liability to Customer in the aggregate for the entire Term as defined in the Section below (regardless of whether the claims are brought during or after the term) with respect to all claims arising from or relating to the subject matter of these Terms and conditions (including any relevant Service Order hereunder) will at no time exceed fifty per-cent (50%) of the amount of Fees actually paid by Customer to System73 under this Terms and conditions and any Service Orders concluded hereunder. As a further limitation, System73’s maximum liability for any claims relating to Services offered or provided by System73 (i) for non-recurring Fees shall not exceed the amount of the Fees for the Services provided on the occasion giving rise to the claim; (ii) for recurring Fees shall not exceed the amount of Fees due for one month for the Services provided on the occasion giving rise to the claim.
Subject only to the exception of willful misconduct or fraud, System73 shall under no circumstances be held liable for any (a) economic loss, loss arising from or in connection with loss of revenues, profits, contracts, goodwill, customers or business or from failure to realize anticipated savings; (b) loss or corruption of any software; (c) loss or corruption of any data; (d) loss of use of hardware or other equipment, of software or of data; (e) wasted administrative time or management time; (f) cost of procuring or migrating to substitute services; and (g) any indirect, consequential or special loss.
Customer’s liability claims shall expire after one (1) year following the damaging incident.
The limitations of liability set forth in this Section apply to all claims and causes of action by Customer with respect to all claims arising from or relating to the subject matter of these Terms and conditions (including any relevant Service Orders thereunder), regardless of whether for breach of contract, tort (including negligence) or for any other reason.
Term and Termination
These Terms and conditions will commence on the Effective Date in the Service Order and will remain in effect until terminated by Customer or System73.
Customer may terminate the Service Order without cause at any time.
System73 may terminate this Terms and conditions for cause and/or suspend Services upon Notice to Customer if (i) a receiver or administrator is appointed for Customer or its property; (ii) Customer makes a general assignment for the benefit of its creditors; (iii) Customer commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which are not dismissed within 60 Days; (iv) Customer is liquidated or dissolved; (v) Customer ceases to do business or otherwise terminates its business operations; (vi) Customer fails to pay all invoiced Fees within 30 Days from the invoice date; (vii) any use of Services, including Customer Content, actually or allegedly infringes or misappropriates any Intellectual Property Rights or otherwise violates the AUP or any applicable law, regulation or order; or (viii) Customer otherwise materially breaches this Terms and conditions and such breach continues without remedy for 20 Days after receipt of Notice from System73. System73 may terminate, interrupt or suspend Service without prior Notice if necessary to (1) prevent or protect against fraud, (2) protect System73’s personnel, facilities, equipment, network or services, (3) prevent violation of System73 warranties or infringement upon the rights of others or (4) prevent potential material liability. System73 may terminate these Terms and conditions without cause with 183 days prior written notice.
Upon expiration or termination of these Terms and conditions for any reason, (i) all rights to access or use Services and any other System73 Intellectual Property Rights will terminate, and System73 will cease providing same, (ii) Customer will pay to System73 all Fees accrued but unpaid as of the date of expiration or termination, (iii) all liabilities accrued before the date of expiration or termination will survive and (iv) Customer will return or destroy, and certify in writing to System73 such destruction of all copies of System73 Confidential Information.
In preparing a final invoice to Customer, which Customer will pay pursuant to the terms of these Terms and conditions, System73 will (i) calculate the balance due, (ii) deduct from such balance the unused portion, if any, of any prepaid Fees or Customer deposit and (c) bill Customer for the remaining balance due. If there remains an unused portion of any prepaid Fees or Customer deposit after satisfaction of the balance due, System73 will refund to Customer such unused portion.
Suspension of Services
System73 may, upon giving Notice to Customer, without prejudice to any of System73’s rights to terminate these Terms and conditions or any Service Order hereunder, suspend provision of all or any of Services in the event that
(a) suspension of Services is required in order to comply with the directive of an authority and/or court;
(b) System73 has grounds for suspecting that Customer is committing any illegal or unlawful act in connection with the use of Services;
(c) if Customer is in default with its payment obligations under any Service Order for more than 30 Days, and/or
(d) any other provision within this Terms and conditions or Service Order allows System73 to suspend provision of all or any of Services.
If any Services are suspended as a consequence of Customer’s act or omission, Customer shall reimburse System73 for any additional charges and expenses incurred due to the suspension and/or recommencement of Services.
Resale Restriction
Notwithstanding anything to the contrary in the Terms and conditions, Customer is prohibited from Reselling any System73 services provided pursuant to these Service Terms, unless the Service Order for the System73 End-Customer License is labeled as Reseller End-Customer License.
Miscellaneous
During the Term, System73 may publicize the existence of the relationship between the Parties for the purpose of its marketing activities. Subject to the foregoing, neither Party shall make any press announcements concerning the Terms and conditions or publicize the Terms and conditions in any way without the prior written consent of the other Party.
All notices, requests, approvals, consents and other communications required or permitted herein (each, a “Notice”) will be in writing and in English. Either Party may change its contact information upon Notice to the other Party. For clarity, if a Notice is not received because the receiving Party has failed to notify the other Party per the preceding sentence or because receipt is refused, such Notice nonetheless will be deemed to have been conclusively made seven Days after delivery was reasonably initiated.
If any provision of this Terms and conditions is held by a court of competent jurisdiction to be unenforceable or contrary to law, such holding will not render the Terms and conditions unenforceable or contrary to law as a whole, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law.
These Terms and conditions and all Service Orders between the Parties, unless specified in these Terms and conditions or Service Order, constitute the entire Terms and conditions between the Parties with respect to its subject matter and supersede all other prior or contemporaneous representations, understandings or agreements; and there are no other representations, understandings or agreements between the Parties relative to such subject matter.
From time to time, System73’s Services and Policies can be modified by System73. Unless specified in this Terms and conditions or Service Order, such modifications will not apply retroactively. System73 will provide Customer 30-day prior written notification by email in advance of such changes if any material changes are made to the System73 Services that would impact the Customer as to service quality and or price.
Force Majeure means any circumstance not within a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labor or trade dispute, strikes, industrial action or lockouts; and (h) non-performance by suppliers or subcontractors (other than by Affiliate of party seeking to rely on this section).
Provided subsection above applies, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms and conditions by an event of Force Majeure (Affected Party), the Affected Party shall not be in breach of this Terms and conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. The Affected Party shall: (a) as soon as reasonably practicable after the start of the event of Force Majeure but no later than three Days from its start, notify the other party in writing of the Force Majeure, the date on which it started, its likely or potential duration, and the effect of the Force Majeure on its ability to perform any of its obligations under the Terms and conditions; and (b) use all reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations. If the Force Majeure prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than ten weeks, the Party not affected by the Force Majeure may terminate this Terms and conditions by giving two weeks’ written notice to the Affected Party.
Parties agree to work together for a mutual press release after launch and allow the use of sharing data as a case study.
Governing Law; Entire Agreement; Amendment
These Terms and conditions shall be governed and construed in accordance with the laws of Malta, without regard to its choice of law rules, unless specified on the Service Order. These Terms and conditions, including any Service Order(s) executed hereunder, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior written or oral agreements relating to the Service. The parties confirm that no reliance has been placed on any representations other than those set forth in this Terms and conditions. These Terms and conditions may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).
