Terms of Use

These terms of use (these “Terms of Use”) are a legal agreement between you and J.O.T EMP LTD (“Company”). These Terms of Use specify the terms under which you may access and use Company’s Products and services detailed on the applicable Order Form (as applicable, the “Service”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. BY ACCESSING OR USING THE SERVICE, CLICKING “I AGREE,” OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

IF YOU ARE A CUSTOMER (AS DEFINED BELOW), ALL ORDER FORMS (AS DEFINED BELOW) WILL BE GOVERNED BY THESE TERMS OF USE AND YOUR EXECUTION OF AN ORDER FORM CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE.

1. DEFINITIONS

The following capitalized terms have the meanings set forth below:

“Affiliate” means, with respect to either Party, any person, organization or entity controlling, controlled by or under common control with, such Party. For purposes of this definition only, “control” of another person, organization or entity will mean the possession, directly or indirectly, of the power to direct or cause the direction of the activities, management or policies of such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, “control” will be deemed to exist when a person, organization or entity (i) owns more than fifty percent (10%) of the outstanding voting stock or other ownership interest of the other organization or entity, or (ii) possesses, directly or indirectly the power to elect or appoint more than fifty percent (10%) of the members of the governing body of the other organization or entity.

“Agreement” means these Terms of Use, including all exhibits attached hereto, together with each Order Form.

“Customer” means the entity that enters into any Order Forms hereunder.

“Customer Data” means data or information inputted or uploaded to the Service by or on behalf of Customer.

“Feedback” means any suggestions, feedback, comments or other input related to the Service, or any enhancements, improvements, modifications or derivative works of the Service, that are provided by Customer or any User.

“Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to any technology, invention, work of authorship, software, database, data, know-how, software, design, and/or other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, industrial property rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

“Order Form” means an order form, quote, proposal, agreement (or similarly titled document) for the Service, which is executed by an authorized representative of Customer and Company and which will be governed by the terms and conditions set forth herein.

“Personal Data” means as defined in the Data Protection Addendum (DPA) which can be found at J.O.T office.

“Usage Data” means non-Customer-identifying information, data, analyses, and/or intelligence relating to the operation, support, and/or use of the Service by Customer and its Users.

“Users” means employees or contractors of Customer and/or its Affiliates who are authorized by Customer to access and use the Service.

3. SERVICE SUBSCRIPTION

3.1. Service Subscription. Subject to the terms and conditions of the applicable Agreement, Company grants Customer a limited, non-exclusive, non-assignable (except as provided in Section 12.4 (Assignment) below), non-sublicensable, non-transferable right and license, during the initial Subscription Term (defined in the order form), to permit access and use the Service by Users solely for Customer’s internal end-use (collectively, the “Subscription“). Customer shall be responsible for all Users’ access to and use of the Service. Customer acknowledges and agrees that Company may collect Usage Data during the course of use of the Service by Customer or its Users.

The exact scope of the Service to be provided to Customer shall be specified on the Order Form. Any additional or subsequent features or add-ons to the Service may be provided to Customer, subject in each case to additional fees which shall be communicated by Company to the Customer as applicable. The use of the Service may be extended to Customer’s Affiliate, subject to the completion of an onboarding process with such Affiliate and the compliance by such Affiliate with these Terms of Use (and where necessary, the execution by such Affiliate of a separate Order Form).

3.2. Customer shall be responsible and liable for all activities that occur under or in the Account. Customer will require that all Users keep login information strictly confidential and not share such information with any unauthorized person.

4. PAYMENT

4.1. Subscription Fees. Concurrently with or immediately following the Subscription Start Date and as a condition to the access and use of the Service, Customers shall pay Company the Subscription fees specified in their applicable Order Form(s) (the “Subscription Fees“) and in accordance with this Section ‎4. Subscription Fees are subject to change annually upon Subscription renewal.

4.2. General. Unless expressly stated otherwise in the Order Form or herein: (a) all payments under an Agreement are non-refundable, and are without any right of set-off or cancellation; (b) all Subscription Fees are payable, and shall be invoiced, in advance, and shall be paid concurrently with or immediately after the Subscription Start Date against an invoice to be issued by Company concurrently with or immediately after the Subscription Start Date. Customer agrees that in the event Company is unable to collect the Subscription Fees owed to Company for the Services, Company may take any other steps it deems necessary to collect such fees from Customer and that Customer will be responsible for all costs and expenses incurred by Company in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. Customer further agrees that, if Customer fails to make any payment when due, then, in addition to all other remedies that may be available: (i) Customer may collect interest at the lesser of 1.0% per month or the highest amount permitted by law on any amounts not paid when due; and (ii) if such failure continues for 7 days following written notice thereof, Company may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer by reason of such suspension.

4.3. Suspension. Company reserves the right to temporarily suspend provision of the Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach under Section 5 below (Restrictions); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company, to its other customers, or to the Service, including if the Service’s cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company’s control, or (d) as required by law or at the request of governmental entities.

4.4. Taxes. Amounts payable under an Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company’s net income. In the event that Customer is required by any law applicable to it to withhold or deduct taxes for any payment under an Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction. If a purchase order (or purchase order number) is required by Customer in order for an invoice to be paid, Customer shall promptly provide such purchase order (or number) to Company. Any terms or conditions (whether printed, hyperlinked, or otherwise) in a purchase order or related correspondence, which purport to modify or supplement the Agreement (or the corresponding Order Form), shall be void and of no effect.

4.5. Payment Processing. If such option is made available by Company, Customers may pay Subscription Fees online by using a credit card. Such payment will be processed through a third-party payment processing service, and additional terms may apply to such payments.

5. RESTRICTIONS; OWNERSHIP

5.1. Restrictions. You shall not, and, if applicable, Customers shall ensure that Users do not, do or permit or encourage any of the following license restrictions (in whole or in part): (a) copy, “frame” or “mirror” the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) systematically collect any data from the Service (by scraping or otherwise), attempt to re-identify de-identified data from the Service’s platform, decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of the Service; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of licenses, servers, nodes, or users that directly access or use the Service (sometimes referred to as ‘virtualization’, ‘multiplexing’ or ‘pooling’) in order to circumvent the restrictions on use contained herein; (k) forge or manipulate identifiers in order to disguise the origin of any data or content inputted or uploaded to, or transmitted through, the Service; (l) take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; or (m) or otherwise access or use the Service other than as expressly permitted herein or in the applicable Agreement.

5.2. Ownership. Company reserves all rights, title and interest in and to the Service and the Site and all related software and technology, as well as all improvements and modifications to and derivative works of any of the foregoing, together with all related intellectual property rights. No rights are granted to you or, if applicable, any User, hereunder, whether by implied license, estoppel, operation of law or otherwise, other than the limited license expressly set forth above. Without limiting the foregoing, Company (and/or its licensors, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to:

(a) the Service, all content appearing therein, all related software and technology, and all intellectual property rights in the foregoing;

(b) its Confidential Information;

(d) all Aggregated Data; and

(e) any and all suggestions, improvements, derivative works, enhancement requests and/or modifications of/to any of the foregoing, regardless of inventorship or authorship, including, without limitation, all Feedback.

You hereby irrevocably assign to Company any rights that you may have in any of the foregoing and shall make all assignments and/or waivers necessary or reasonably requested by Company to ensure and/or provide Company (and/or its designee(s)) the ownership rights set forth in this paragraph. Company shall not be required to make any payment or provide any royalty or attribution to you or any third party in connection with any such assignment.

6. PRIVACY

6.1. Company collects, stores, and uses personal details of Customer’s Users and contact persons in accordance with Company’s Privacy Policy. If data delivered by Customer to Company, or that Company processes on Customer’s behalf, includes personal data about individuals in the capacity of a processor (or a sub-processor, in case Customer is a processor for the Personal Data), then Company’s Data Processing Addendum which can be found at J.O.T office.

7. CONFIDENTIALITY

Each of Customer and Company (the “Recipient“) may have access to certain non-public or proprietary information and materials of the other (the “Discloser“), whether in tangible or intangible form, including, without limitation, all information that is marked or identified as “confidential” or “proprietary” or with similar markings, or which should reasonably be understood to be confidential under the circumstances (“Confidential Information“). Without limiting the foregoing, Company’s Confidential Information includes the pricing and payment terms set forth in any Order Form. Confidential Information shall not include information and material which, the Recipient can establish by written documentation: (a) at the time of disclosure by Discloser to Recipient hereunder, is publicly available; (b) after disclosure by Discloser to Recipient hereunder, becomes publicly available through no fault of the Recipient; (c) was rightfully in the Recipient’s possession at the time of disclosure by the Discloser hereunder, and which is not subject to prior continuing obligations of confidentiality; (d) is rightfully disclosed to the Recipient by a third party having the lawful right to do so; or (e) independently developed by the Recipient without use of, or reliance upon, Confidential Information received from the Discloser. The Recipient shall not disclose or make available the Discloser’s Confidential Information to any third party (including without limitation by way of publishing), except to its employees, contractors, advisers, agents and investors, subject to substantially similar written confidentiality undertakings). Recipient shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own Confidential Information of like nature (but in no event less than a reasonable level), to protect the Discloser’s Confidential Information within its possession or control, from disclosure to a third party. The Recipient shall use the Discloser’s Confidential Information solely for the purposes expressly permitted under this Agreement. In the event that Recipient is required to disclose Confidential Information of the Discloser pursuant to any law, regulation, or governmental or judicial order, the Recipient will (a) promptly notify Discloser in writing of such law, regulation or order, (b) reasonably cooperate with Discloser in opposing such disclosure, (c) only disclose to the extent required by such law, regulation or order (as the case may be). Upon termination of the applicable Agreement, or otherwise upon written request by the Discloser, the Recipient shall promptly return to Discloser its Confidential Information (or if embodied electronically, permanently erase it), and, upon request by the Discloser, certify compliance in writing.

8. DISCLAIMERS

THE SERVICE AND THE SITE ARE PROVIDED AND MADE AVAILABLE HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS, WARRANTIES AND REPRESENTATIONS (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OR REPRESENTATIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED. COMPANY DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION REGARDING, WITHOUT LIMITATION, THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF THE FOREGOING, OR AS REGARDS TO COMPLIANCE WITH ANY LAWS OR REGULATIONS. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR HOSTING PROVIDERS.

9. LIMITATION OF LIABILITY

9.1. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IN CONNECTION WITH THE COMPANY’S INDEMNIFICATION OBLIGATION UNCER SECTION 10 BELOW IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

(A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;

(B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE;

(D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

9.2. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IN CONNECTION WITH THE COMPANY’S INDEMNIFICATION OBLIGATION UNCER SECTION 10 BELOW, THE COMBINED AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU UNDER THIS AGREEMENT IN 15 DAYS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.

9.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SET OUT IN THIS SECTION (LIMITATION OF LIABILITY) SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT, MISREPRESENTATION, RESTITUTION, OR OTHERWISE.

9.4. All information, data, documents, files, outputs, or inputs of any kind entered into the system or generated through it — including information provided by or on behalf of the client — shall be the sole and exclusive property of J.O.T. The client shall have no proprietary or other rights in such information, unless expressly stated otherwise in this agreement.

10. INDEMNIFICATION

10.1. In In the event a third party makes or institutes any claim, action, or proceeding against Customer alleging that Customer’s authorized access and use of the Service infringes such third party’s copyright or patent (an “Infringement Claim”), Company shall: (a) at its own expense, defend Customer against the Infringement Claim; As a condition to the foregoing, Customer agrees: (A) to provide Company with prompt written notice of the Infringement Claim, provided, however, that failure to provide such notice will not relieve Company of its indemnity obligations hereunder unless it is materially prejudiced by such failure; (B) to cede to Company full control of the defense and settlement of the Infringement Claim (except that any non-monetary obligation imposed on Customer under a settlement shall require Customer’s prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide Company with all information and assistance reasonably requested by Company; and (D) not to admit any liability under (or otherwise compromise the defense of) the Infringement Claim without Customer’s prior written consent. Customer may participate in the defense of the Infringement Claim at Customer’s own cost and expense.

10.2. Company will have no liability under this Section (Indemnification) to the extent that the Infringement Claim is based on or results from: (i) a modification to the Service not made by Company; (ii) the combination of the Service with any third party product or service; (iii) Customer instructions or specifications; (iv) use of the Service other than as permitted in the applicable Agreement; or (v) any Customer Data.

10.3. Should the Service (in whole or in part) become, or in Company’s opinion be likely to become, the subject of an Infringement Claim, then Customer permits Company, at Company’s option and expense, to either: (x) obtain for Customer the right to continue using the Service (or part thereof); or (y) replace or modify the Service (or part thereof) so that it’s use hereunder becomes non-infringing; provided, however, that if (x) and (y) are not, in Company’s opinion, commercially feasible, Company may terminate this Agreement upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid and unutilized Subscription Fees hereunder based on the remainder of the then-current Subscription Term.

10.4. This Section represents Company’s sole liability, and Customer’s sole remedy, for any Infringement Claim.

10.5. In the event a third party makes or institutes any claim, action, or proceeding against Company or any of its Affiliates that arises from or relates to (i) breach by you (or, if applicable, your Users) of these Terms of Use, (ii) your gross negligence or wilful misconduct (or, if applicable, that of your Users), or (iii) if applicable, any Customer Data, Customer shall: (a) at its own expense, defend against the claim; and (b) indemnify and hold harmless Company and/or its Affiliates for any amount finally awarded against or imposed upon Company or its Affiliates (or otherwise agreed in settlement) under the claim. As a condition to the foregoing, Company agrees: (A) to provide Customer with prompt written notice of the Infringement Claim, provided, however, that failure to provide such notice will not relieve Customer of its indemnity obligations unless it is materially prejudiced by such failure; (B) to cede to Customer full control of the defense and settlement of the claim (except that any non-monetary obligation imposed on Company under a settlement shall require Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide Customer with all information and assistance reasonably requested by Customer; and (D) not to admit any liability under (or otherwise compromise the defense of) the claim without Customer’s prior written consent. Company may participate in the defense of the claim at Company’s own cost and expense.

11. TERM AND TERMINATION

11.1. Term. Each Agreement commences on the Effective Date of the applicable Order Form and, unless terminated in accordance herewith, shall continue in full force and effect for the duration of that Order Form. Each Order Form and initial Subscription Term shall automatically renew for successive subscription terms of equal length, unless either Party notifies the other Party in writing of its intent not to renew the Order Form, not less than ninety (90) days prior to the expiration of the then-current Subscription Term.

11.2. Termination for Breach. Each Party may terminate an Agreement immediately upon written notice to the other Party if the other Party commits a material breach under the Agreement and, if curable, fails to cure that breach within fifteen (15) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days). In the event of termination due to an uncured breach by Company pursuant to Section 11.2, Company will refund Customer any prepaid subscription fees for Services that have not been provided under the applicable Order Form on a pro-rated basis.

11.3. Termination for Bankruptcy. Each Party may terminate an Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.

11.4. Effect of Termination; Survival. Upon termination of an Agreement for any reason: (a) the Subscription shall automatically terminate, (b) Customer shall cease all access and use of the Service, and (c) Customer shall (as directed) permanently erase and/or return all Confidential Information of Company in Customer’s possession or control. Upon termination, all outstanding Subscription Fees and other charges that accrued as of termination shall become immediately due and payable, and if necessary Company shall issue a final invoice therefor. Sections 5 (Ownership) through ‎‎12 (Miscellaneous) shall survive termination of these Terms of Use or an Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

12. MISCELLANEOUS

12.1. Use of Name and Logo. Company may use Customer’s name and logo on its website and in its promotional materials in order to state that Customer is a customer of Company.

12.2. Company may modify any term contained herein at any time, provided that it provides notice by sending electronic mail to the email address Customer provided when creating its account, where available and applicable; and/or as otherwise required by law. If you continue to use the Service after receiving notice, your continued use shall constitute acceptance of the modified terms. You agree to review these Terms of Use periodically to be updated of any modifications. Notwithstanding the foregoing, in the event of any modification, a Customer may terminate the Service by providing Company with written notice of termination within thirty (30) days from Company’s notification of the modified terms. if notice of termination is not received within this thirty (30) day period, Customer will be bound by the modified terms.

12.3. Entire Agreement and Amendments. These Term of Use, or, if applicable, the Agreement, represents the entire agreement between you and Company with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by you and Company with respect to such subject matter. If applicable, in the event of a conflict between the terms contained herein and the terms of any Order Form, the terms contained herein shall control, unless the Order Form specifically states otherwise.

12.4. Customer may not assign or transfer this Agreement, in whole or in part, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Company. Any attempted assignment or transfer without such consent shall be null and void.

For the avoidance of doubt, Company may assign or transfer this Agreement, in whole or in part, including all Order Forms, without Customer’s consent, to any third party, including an Affiliate, or in connection with a merger, acquisition, change of control, sale of assets, or any other corporate transaction.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, subject to the foregoing.

12.5. Governing Law; Jurisdiction. These Terms of Use, or, if applicable, the Agreement, shall be governed by, and construed in accordance with, the laws of the State of Israel, without regard to any conflicts of laws rules or principles; and any claim, dispute or controversy between you and Company will be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv, Israel, and each of you and Company hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

12.6. Severability. If any provision of these Terms of Use, or, if applicable, the Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions shall remain in full force and effect; and (b) such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such illegality, invalidity or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

12.7. Waiver and Remedies. No failure or delay on the part of either party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving party, and will be valid only in the specific instance in which given. Except as may be expressly provided otherwise herein, no right or remedy conferred upon or reserved by either party hereunder is intended to be, or will be deemed, exclusive of any other right or remedy hereunder, at law, or in equity, but will be cumulative of such other rights and remedies.

12.8. Relationship. The relationship of Company and the Customer is solely that of independent contractors, neither party nor its employees are the servants, agents, or employees of the other, and no exclusivities arise hereunder. Nothing herein shall be construed to create a relationship of employer and employee, principal and agent, joint venture, partnership, association, or otherwise between the parties. Neither party has any authority to enter into agreements of any kind on behalf of the other party, and neither Party will create or attempt to create any obligation, express or implied, on behalf of the other party.

12.9. Force Majeure. If Company’s performance (excluding payment obligations) hereunder is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below), Company shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed thereby, provided that Company shall promptly notify you of the occurrence of such event. If and when performance is resumed, all dates specified herein and/or in any Order Form, if applicable, shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such event of Force Majeure. For purposes of this Agreement, “Force Majeure” means: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities; (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of Company.

12.10. Notices. All notices or other communications provided for in connection with an Agreement shall be in writing and shall be given in person, by courier, email, or by registered or certified mail, postage prepaid, addressed to the address(es) set forth in the applicable Order Form. All notices and other communications delivered in person or by courier service shall be deemed to have been given as of one business day after sending thereof, and all notices and other communications sent by registered mail shall be deemed given three (3) days after posting. Notices sent by email shall be deemed received upon receipt of such email.