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These Terms and Conditions (“Terms”) are made part of that certain Master Services Agreement (“Agreement”) between Helios Global Payments Solutions Inc. and the entities listed in the Helios Group Overview if applicable, (collectively, “Helios”) and the Client, as identified in the Agreement. In the event of a conflict between the terms and conditions of these Terms and the Agreement, the terms and conditions of the Agreement shall control and supersede these Terms.
Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Agreement and/or applicable SOW attached thereto.
These Terms shall apply to the provision of Services by Helios to Client as further described under the Agreement and/or each applicable SOW.
Subject to Client’s acceptance of the terms and conditions of Helios’ Platform License Agreement which shall be provided to Client prior to its use and/or access to the Platform, Helios’ Privacy Notice, and all other policies published on Helios’ website located at: www.helios.io, Client shall be granted access to the Platform to provide all Documentation (as defined below), upon Client’s execution of the Agreement, applicable SOW and payment of the applicable Base Fees reference therein. Notwithstanding anything to the contrary herein, Helios’ Platform License Agreement shall govern Client’s use and access to the Platform.
5.1 Background Checks
Client represents and warrants to Helios, to the extent legally permissible under Applicable Laws, that it has conducted all necessary due diligence, including a background check on all Independent Contractors and/or Covered Employees prior to the finalization of their respective employment agreements and/or Independent Contractor Terms. Client shall perform all necessary enhanced diligence and/or additional background checks on all Independent Contractors and/or Covered Employees prior to launching on the Platform. Client shall provide all copies of any background check findings to Helios in advance of its commencement of the Services; provided, however, Client may request for Helios to perform these background checks on Client’s behalf for a fee as set forth in the applicable SOW.
5.2 Documentation
Client shall be solely responsible for obtaining any necessary consents and background checks and providing any additional documents or information as reasonably required by Helios in order for its performance of the Services (collectively, “Documentation”). Client shall be solely responsible for any fraud, material misstatement or inaccuracy contained in any such Documentation. Client shall transmit all Documentation to Helios through the Platform and Helios must receive all Documentation prior to Helios’ commencement of the Services.
5.3 Licenses
In the event an Independent Contractor and/or Covered Employee is required to (a) be licensed, registered or certified under Applicable Laws or (b) to act under the supervision of such a licensed, registered or certified person or entity in performing its duties, in each case, Client shall be solely responsible for verifying such licensure, registration or certification and/or providing such required supervision, unless Client has specifically requested for Helios’ provision of such services in the Platform and/or applicable SOW.
5.4 Selection
Client shall be solely responsible for recruiting and selecting Covered Employees and/or Independent Contractors. All responsibility and/or liability with regard to any agreements between Helios and any Covered Employee and/or Client and Independent Contractors and/or Covered Personnel shall be the sole and exclusive responsibility of Client.
5.5 Supervision
Client shall supervise, direct, and control Covered Employees and/or Independent Contractors and Client acknowledges that Helios has no responsibility to, and shall not, supervise, direct or control Covered Employees and/or Independent Contractors.
5.6 Client Provided Resources
As reasonably required by Helios to fulfill its obligations under this Agreement, Client agrees to provide prompt, sufficient, and safe access to Client’s facilities, systems, information, personnel and resources. Prior to making available to Helios, Client agrees to obtain any licenses or approvals for Helios or its subcontractors to use, access, and modify any of the Client’s software, hardware, networks or other similar resources to the extent necessary for Helios to perform the Services.
5.7 Business Operations
Client shall oversee all aspects of the operation of Client’s business, including, but not limited to the production and delivery of services and products, product design, accounting, cash control, and loss, breakage and theft prevention. Client acknowledges and understands that Helios shall not and cannot make any strategic, operational or other business-related decisions with regard to Client's business. Any such decisions, including their implementation, even if by a Covered Employee and/or Independent Contractor, shall be the exclusive responsibility of Client.
5.8 Record Keeping
Client shall grant Helios and/or its designated representative access during normal working hours, upon reasonable notice to Client, to any Client work locations in relation to the Services. Such access shall include the ability of Helios and/or its designated representative to examine books and records of Client, or to discuss with Client personnel, Covered Personnel, Covered Employees and/or Independent Contractors, each as reasonably deemed appropriate by Helios or the designated representative in order to determine compliance with these Terms, the Agreement and any applicable SOW.
While on Client’s premises, if applicable, Helios shall comply with Client’s reasonable workplace safety and physical security processes and procedures for contractors that have been provided in writing in advance and acknowledged in writing by Helios before entering into a SOW.
Each Party hereby agrees to cooperate fully with the other Party with respect to the Services and each Party’s respective obligations under these Terms, the Agreement and/or any applicable SOW. This duty to cooperate includes the obligation of each Party to timely supply information, documents, payments and other evidence as is reasonably necessary for the other Party to fulfill its obligations under these Terms, the Agreement and/or applicable SOW.
Each Party shall assign personnel that are qualified to perform the tasks required to deliver the Services or exercise its rights under these Terms, the Agreement and/or any applicable SOW and shall be responsible for the supervision, direction, and control of its respective personnel. Except for Covered Employees in relation to and to the extent required by the EOR Services, if applicable, the Parties hereby acknowledge and agree (i) neither Party’s respective personnel shall not be considered employees, agents or representatives of the other Party, and (ii) each Party shall be solely responsible for the compensation and benefits provided to its employees, and for its compliance with all laws and regulations governing the employment of its respective employees, including laws governing wages and benefits, discrimination and harassment, employment agreements (whether express or implied, or written or oral), labor practices, workers’ compensation, disability, and unemployment insurance.
Helios may engage subcontractors or affiliates to provide or assist in providing any or all of the Services. In no event shall Helios be relieved of its obligations under the Agreement as a result of its use of any subcontractors or affiliates.
Should Client require additional services not included in these Terms, the Fees for any such additional services shall be established by Helios through the Platform and/or in the applicable SOW and paid separately by Client. The Fees are subject to adjustment by Helios based upon changes in Applicable Laws or costs directly attributable to Client, Covered Personnel, Covered Employees and/or Independent Contractors or changes in the Client’s payroll. Client shall receive an invoice, whether through the Platform or as otherwise provided in the applicable SOW, with the updated charges or additional charges for any additional Services and Client shall pay that invoice promptly upon receipt.
Other than as set forth above, Helios may specify additional types of Fees and charges in the Agreement, SOW and/or through the Platform. Any additional Fees and charges are subject to these Terms. Services for which Client prepays, if any, must be used within the applicable period as specified on the Platform and/or applicable SOW and are not subject to refund or credit. Additional Fees or charges may apply for some Services (as described in the applicable SOW) and shall be passed through to the Client in each invoice as necessary. If applicable, Helios shall be reimbursed for any required travel and other expenses it and/or its personnel directly incurs in performing the Services. Client is responsible for paying any additional miscellaneous charges promptly upon receipt of the applicable invoice.
Unless as otherwise specified under the appliable SOW, Helios’ rates and fees are exclusive of any Taxes. Helios shall list any applicable Taxes as a separate line item on any invoices submitted to Client for payment. If any authority imposes upon any Services a duty, tax, levy, or fee (expressly excluding those based on Helios’s net income), Client hereby agrees to pay such amounts upon its receipt of the applicable invoice. If Client is required by Applicable Law to deduct any taxes or to make a withholding from any amount payable under this Terms, then, notwithstanding anything to the contrary contained in this Terms, the Agreement and/or SOW, the gross amount payable by Client shall be increased so that Helios receives an amount equal to the sum it would have received had no such deduction or withholding been made. Client shall make timely payment of the amount withheld to the relevant taxing authority and promptly provide to Helios satisfactory evidence of such payments. Client acknowledges that additional taxes and tax-related charges may apply, including administrative processing fees, if Helios’ personnel are required to perform Services outside their normal tax jurisdiction. Helios shall provide Client with advance notice prior to incurring such additional charges.
Client acknowledges and agrees that Client shall be solely responsible for any Claims and Losses related to, arising out of and/or in connection with (a) any and all Independent Contractor Agreements between Client and Independent Contractors, and (b) notwithstanding Helios’ execution of an employment agreement with Covered Employees in its provision of EOR Services, any and all employment agreements with Covered Employees just as if Client is the direct employer of any Covered Employee. CLIENT SHALL DEFEND, RELEASE, INDEMNIFY AND HOLD HELIOS INDEMNIFIED PARTIES HARMLESS FROM ANY CLAIMS AND/OR LOSSES RELATED TO, ARISING OUT OF AND/OR IN CONNECTION WITH CLIENT’S LIABILITY UNDER (A) AND (B) ABOVE.
As between the Parties, each Party shall retain exclusive ownership of all right, title, and interest in and to any and all Intellectual Property created prior to or independent from these Terms, the Agreement and/or any applicable SOW. Use of the Services, the Platform and any software or Materials does not grant any ownership rights in or to the Services, Platform and/or Materials, all of which (and all modifications, improvements or derivatives thereof, whether made by Helios, Client or a third party) shall remain the exclusive property of Helios. All terms and conditions in relation to Client’s use of the Platform are governed by Helios’ Platform Services Agreement which the Client shall be provided by Helios prior to Client’s use and access of the Platform.
If Helios develops and delivers Client Owned Materials to Client, then such Client Owned Materials shall be owned solely by Client and shall be deemed Client´s Confidential Information. Client hereby grants Helios an irrevocable, nonexclusive, worldwide, fully paid-up, royalty free license to use, execute, reproduce, display, perform, sublicense, distribute, and prepare derivative works based on, Client Owned Materials, during the Term hereof solely to perform Helios’s obligations under these Terms, the Agreement and/or any applicable SOW.
Helios warrants that it performs each Service using reasonable care and skill and according to the current description (including any completion criteria) contained in these Terms, the Agreement and applicable SOW. Client shall provide timely written notice of any failure to comply with this warranty so that Helios can correct the corresponding Service. For the avoidance of doubt, Helios’ Platform License Agreement shall govern the warranties for the Platform and any Third-Party Content contained therein. Helios does not warrant uninterrupted or error-free operation of any Material or Service, that Helios shall correct all defects, or that any Material or Service shall meet Client’s specific requirements. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 17, HELIOS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Each Party retains sole responsibility for the maintenance and protection of its Confidential Information, other than personnel and payroll information regarding the Covered Personnel, Covered Employees and/or Independent Contractors, the confidentiality of which shall be the joint responsibility of Client and Helios. Neither Party shall use or disclose the other Party’s Confidential Information any more than is necessary to receive and/or perform the Services under these Terms, the Agreement and/or any applicable SOW. Each Party shall: (a) protect and safeguard the confidentiality of the other Party's Confidential Information (including the Confidential Information of Covered Personnel, Covered Employees and/or Independent Contractors) with at least the same degree of care as it would need to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Confidential Information of another, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms, the Agreement and/or any Applicable SOW; and (c) not disclose any such Confidential Information to any person or entity, except to its Representatives who need to know the Confidential Information to assist with the exercise of such Party’s rights or to perform its obligations under the Terms, this Agreement and/or applicable SOW. Each Party shall be responsible for a breach of this Section 18 by its respective Representatives. Upon written request and/or the expiration or termination of the Agreement and/or any applicable SOW, a Party and its Representatives shall promptly return all copies, whether in written, electronic or other form or media, of a Party’s Confidential Information, or destroy all such copies and certify in writing to such Party that such Confidential Information has been destroyed. In the event of any violation or attempted violation of this Section 18 by a Party and/or its Representatives, the other Party shall be entitled to specific performance and injunctive relief or other equitable remedy without any showing of irreparable harm or damage, and the breaching Party hereby waives, and shall cause its Representatives to waive, any requirement for the securing or posting of any bond or other security in connection with any such remedy.
18.1 BY CLIENT
EXPRESSLY EXCLUDING ANY CLAIMS AND/OR LOSSES CAUSED BY THE ACTS OR OMISSIONS OF HELIOS AND/OR THE FAILURE OF HELIOS TO COMPLY WITH ITS RESPONSIBILITIES UNDER THESE TERMS, THE AGREEMENT AND/OR APPLICABLE SOW, CLIENT SHALL RELEASE, DEFEND, INDEMNIFY, HOLD HARMLESS HELIOS INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES OF WHATEVER NATURE, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, THAT MAY BE ASSERTED OR BROUGHT AGAINST ANY HELIOS INDEMNIFIED PARTY WHICH IS IN ANY WAY RELATED TO, IN CONNECTION WITH AND/OR ARISING FROM (X) THE THESE TERMS, THE AGREEMENT AND/OR APPLICABLE SOW, (Y) THE SERVICES, (Z) THE ACTIONS OR INACTIONS OF ANY INDEPENDENT CONTRACTOR, COVERED PERSONNEL, COVERED EMPLOYEE OR ANY PERSON EMPLOYED BY CLIENT, OR OF ANY OTHER INDIVIDUAL, INCLUDING WITHOUT LIMITATION, ANY VIOLATION OF ANY APPLICABLE LAWS OR OTHER LEGAL PROCESS WHATSOEVER, AND ALL EMPLOYMENT-RELATED MATTERS. WITHOUT IN ANY WAY LIMITING THE FOREGOING, CLIENT SHALL INDEMNIFY, HOLD HARMLESS, PROTECT AND DEFEND HELIOS INDEMNIFIED PARTIES AGAINST ANY AND ALL ASPECTS OF THE EMPLOYMENT OF COVERED EMPLOYEES, COVERED PERSONNEL AND/OR INDEPENDENT CONTRACTORS, OR THE TERMINATION OF EMPLOYMENT OF THE FOREGOING.
18.2 BY HELIOS
HELIOS SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CLIENT INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS AND/OR LOSSES OF WHATEVER NATURE (INCLUDING LIABILITY TO THIRD PARTIES), AND OTHER CONSEQUENCES OF ANY SORT, ARISING OUT OF (A) HELIOS’ NON-COMPLIANCE WITH SECTION 22, (B) FAILURE OF ANY PERSON EMPLOYED BY HELIOS AT ITS CORPORATE OFFICE (EXCLUDING COVERED EMPLOYEES) TO COMPLY WITH APPLICABLE PENSIONS, BENEFITS OR WITHHOLDING TAX, ERISA OR SIMILAR LAWS, RULES AND REGULATIONS, OR (C) WHERE ANY ACTION IS TAKEN BY CLIENT IN COMPLIANCE WITH A WRITTEN CORPORATE HELIOS POLICY, PROCEDURE, OR DIRECTION THAT IS NOT CONSISTENT WITH APPLICABLE LAWS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE AGREEMENT AND/OR ANY APPLICABLE SOW, HELIOS SHALL HAVE NO OBLIGATION TO RELEASE, DEFEND, INDEMNIFY AND/OR HOLD HARMLESS ANY CLIENT INDEMNIFIED PARTY AS SET FORTH IN THIS SECTION IF HELIOS’S NON-COMPLIANCE OR FAILURE ARISES FROM, OR IS ENHANCED AS A RESULT OF ANY BREACH, DEFAULT, OMISSION OR NON-COMPLIANCE BY ANY CLIENT INDEMNIFIED PARTY.
18.3 Indemnification Procedure
In addition to Section 25, the indemnification provided for herein shall be subject to the following terms and conditions: (i) the indemnified Party must notify the indemnifying Party promptly in writing of any notice of the claim subject to indemnification; (ii) the indemnifying Party shall have sole control over such defense and all negotiations for the settlement and compromise of such claim; (iii) for so long as the indemnifying Party is diligently conducting such defense, it shall not be liable for any attorney’s fees of the Indemnified Party; and (iv) the indemnified Party shall cooperate with the Indemnifying Party in a defense and settlement of any such claim provided that, except if the last sentence of this paragraph is applicable, the indemnifying Party shall not be liable hereunder for any settlement or compromise negotiated by the indemnified Party unless the indemnifying Party agrees in writing to be so bound. If the indemnified Party provides notice of a claim in accordance with (a) and is not notified within ten (10) days thereafter that the indemnifying Party intends to defend the claim, the indemnified Party shall be entitled to defend such claim, and settle or compromise such claim, subject to the indemnification provided for herein.
19.1 CONSEQUENTIAL DAMAGES
IN NO EVENT SHALL HELIOS BE RESPONSIBLE TO CLIENT INDEMNIFIED PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THESE TERMS, THE AGREEMENT AND/OR APPLICABLE SOW.
19.2 OVERALL LIMITATION OF LIABILITY
EXPRESSLY EXCLUDING HELIOS’ LIABILITY FOR ACTUAL DAMAGES FOR BODILY INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY CAUSED BY HELIOS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, HELIOS’ (INCLUDING ITS SUBCONTRACTORS AND EMPLOYEES’) ENTIRE LIABILITY FOR ALL CLAIMS AND/OR LOSSES IN THE AGGREGATE IN CONNECTION WITH, ARISING FROM AND/OR RELATED TO THE SERVICES OR OTHERWISE UNDER THESE TERMS, THE AGREEMENT AND/OR APPLICABLE SOW SHALL IN NO EVENT EXCEED THE GREATER OF (A) FIFTY THOUSAND DOLLARS ($50,000 USD) AND (B) EITHER, (I) FOR NON-RECURRING FEES, THE TOTAL AMOUNT OF THE FEES PAID BY CLIENT FOR THE SERVICES GIVING RISE TO SUCH CLAIM AND/OR LOSS, OR (II) FOR RECURRING FEES, THE FEES RECEIVED FROM THE CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING WHEN SUCH CLAIM AND/OR LOSS ACCRUED.
19.3 Indemnification Procedure
In addition to Section 25, the indemnification provided for herein shall be subject to the following terms and conditions: (i) the indemnified Party must notify the indemnifying Party promptly in writing of any notice of the claim subject to indemnification; (ii) the indemnifying Party shall have sole control over such defense and all negotiations for the settlement and compromise of such claim; (iii) for so long as the indemnifying Party is diligently conducting such defense, it shall not be liable for any attorney’s fees of the Indemnified Party; and (iv) the indemnified Party shall cooperate with the Indemnifying Party in a defense and settlement of any such claim provided that, except if the last sentence of this paragraph is applicable, the indemnifying Party shall not be liable hereunder for any settlement or compromise negotiated by the indemnified Party unless the indemnifying Party agrees in writing to be so bound. If the indemnified Party provides notice of a claim in accordance with (a) and is not notified within ten (10) days thereafter that the indemnifying Party intends to defend the claim, the indemnified Party shall be entitled to defend such claim, and settle or compromise such claim, subject to the indemnification provided for herein.
Nothing in these Terms, the Agreement and/or applicable SOW shall prevent Helios from utilizing the services of any subcontractor of any tier as it deems appropriate to perform its obligations under these Terms, the Agreement and/or any applicable SOW. Helios shall require its subcontractors to comply with all applicable terms and conditions as described herein, in the Agreement and/or applicable SOW and Helios shall remain primarily liable to the Client for the performance of the Services by such subcontractors.
Helios shall comply with all Applicable Laws applicable to Helios in its role as a service provider to Client for the Services. Client hereby agrees that Helios is not obligated to undertake any actions pursuant to these Terms, the Agreement and/or any applicable SOW, which Helios, in its sole reasonable determination, concludes does not comply with Applicable Laws. In Client’s receipt of the Services and performance of its obligations under these Terms, the Agreement and/or any applicable SOW, Client shall comply with any and all Applicable Laws. Unless otherwise expressly agreed in the Agreement and/or applicable SOW and as permitted by Applicable Laws, Client acknowledges and agrees that Helios is not performing Client’s regulatory or management obligations, including the identification and interpretation of laws and regulations applicable to Client’s business. Each Party shall comply with applicable import and export control laws and regulations, including but not limited to those of the United States, United Kingdom, Asia and/or elsewhere, that prohibit or limit export for certain uses or to certain end users. The Parties agree to enter into all data transfer and/or data processing agreements required by law and provide in a timely manner to the other Party all such necessary and reasonable assistance, information and co-operation to enable it to carry out data protection impact assessments and respond to any data subject requests.
Both Parties agree to the application of the laws of the State of Delaware to govern, interpret, and enforce all of Client’s and Helios’s respective rights, duties, and obligations arising from, or relating to, the Services, Terms, Agreement and/or applicable SOW, without regard to conflict of law principles. For any litigation that may arise under this Section of this Agreement or to enforce an award in accordance with this Section, the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue (and waive any claim of forum non convenience) of the courts located in Wilmington, Delaware. The Parties further consent to the jurisdiction of any court located within a district that encompasses assets of a Party against which judgment has been rendered for the enforcement of such judgment or award against the assets of such Party. EACH PARTY HEREBY AGREES TO WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THE SERVICES, THIS AGREEMENT AND/OR APPLICABLE SOW.
Except for the Client’s obligation to make payment as described under these Terms, the Agreement and/or the applicable SOW(s), neither Party shall be liable to the other for any failure or delay in fulfilling or performing any term of these Terms, the Agreement and/or SOW when and to the extent such Party’s failure or delay is caused by or results from a Force Majeure Event. The impacted Party shall promptly provide notice of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Delays in delivery or in meeting completion dates due to a Force Majeure Event shall automatically result in extension of time to complete and/or perform the Services for a period equal to the duration of such Force Majeure Event. Notwithstanding the foregoing, if a Force Majeure Event is estimated to last beyond a period of time so that the Parties’ obligations or services are materially disrupted, the Parties shall agree as to temporary arrangements, the temporary cessation of the Services or the termination of the Agreement and/or any applicable SOW.
The Parties hereby acknowledge and agree that neither these Terms, the Agreement, any appliable SOW and/or Services create an agency, joint venture, or partnership between Client and Helios. The relationship between the Parties is that of independent contractors. Except for Helios’ relationship with Covered Employees through its provision of EOR Services, nothing contained in this Agreement and/or applicable SOW shall be construed as creating any agency, partnership, franchise, business trust, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement. All of Helios’ personnel shall be considered employees of Helios and under no circumstances shall they be considered to be employees or agents of Client. Helios shall have sole and exclusive control over the manner in which it, its employees and agents perform the Services.
Except where prohibited by Applicable Law, any Claim for breach of these Terms, the Agreement and/or any applicable SOW must be brought by the non-breaching Party within twelve (12) months from the date on which the non-breaching Party first became, or reasonably ought to have become, aware of the alleged breach, after which time any Claims shall lapse.
No right or cause of action for any third party shall be created by this Terms, nor is Helios responsible for any third-party claims against Client except as expressly set forth herein.
Changes and/or modifications to the terms and conditions contained herein shall be made in writing and documented in the Agreement and/or applicable SOW and signed by the duly authorized representatives of both Parties.
Client may not assign these Terms, in whole or in part, without the prior written consent of Helios. Any attempt by Client to assign without Helios’s consent is void.
Nothing in this Terms affects any statutory rights of consumers that cannot be waived or limited by contract. No waiver by either Party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Any provisions of these Terms that by their nature extend beyond the termination of these Terms or any Services shall remain in effect in accordance with their terms and apply to both Parties’ successors and assignees.
The invalidity or unenforceability of any one or more provisions of these Terms shall not affect the validity or enforceability of any other provision. If any provision of these Terms is held to be invalid or unenforceable, but would be valid and enforceable if appropriately modified, then such provision shall apply with the modification necessary to make it valid and enforceable consistent with its objective.
Headings and section references herein are for convenience only and do not define or limit the scope of provisions hereof.
Last updated: May 2024