Togetherall Customer Terms – United States

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THESE TERMS AND CONDITIONS (“CUSTOMER TERMS”) ARE INCORPORATED INTO AND MADE AN INTEGRAL PART OF YOUR TOGETHERALL SERVICE AGREEMENT AND ORDER (THE “AGREEMENT”). EACH SERVICE AGREEMENT AND ORDER, INCLUDING ALL ATTACHMENTS THERETO AND THESE TERMS, WILL FORM A SEPARATE AGREEMENT BETWEEN YOU AND TOGETHERALL INC.

 

BACKGROUND

 

Whereas, all capitalized terms used in the recitals are defined below; and

 

Whereas, Togetherall provides an online service to support the mental wellbeing of individuals known as the Support Network;

 

Whereas, Togetherall and Customer wish to enter into an agreement through which the Support Network will be made available to Users designated by Customer, and Togetherall will provide related Management Services to Customer (the “Agreement”); and

 

Whereas these Customer Terms are incorporated into and form an integral part of the  Agreement, governing the ordering of and payment for the Services by the Customer and the provision of such Services by Togetherall;

 

Now Therefore, the parties agree as follows:

 

1. Definitions

 

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;

 

1.2. “Agreement” means the Services Agreement and Order entered into by the parties, including the Service Specification and these Customer Terms, which are incorporated by reference into and form an integral part of the Services Agreement and Order.

 

1.3. “Business Day” means any day other than a Saturday, Sunday or United States public holiday recognized established by the federal government from time to time;

 

1.4. “Togetherall” means Togetherall Inc, incorporated and registered in the State of Delaware with offices located at 1209 Orange Street, in the City of Wilmington, County of New Castle;

 

1.5. “Togetherall Customer Terms” means these terms and conditions, which are incorporated by reference into the Agreement;

 

1.6. “Charges” means the charges payable in respect of the Services set out in the Agreement, together with any other charges agreed by the parties in writing;

 

1.7. “Community” means all end users that access the Support Network, including but not limited to the Customer-designated Users who register for and activate a Togetherall account;

 

1.8. “Confidential Information” means, in respect of each party, all confidential or proprietary information, documents and data of whatever nature, whether disclosed orally, in writing, or by any other means, that relates to a party whether or not designated as confidential or proprietary information but which by its nature is confidential, proprietary, competitively sensitive, and/or might reasonably be considered as such.  Confidential information includes, without limitation, non-public information of each of the parties relating to its business, products, affairs, finances and trade secrets including, without limitation, business data, technical data, source code software, and know-how relating to the business of the relevant party together with all information derived from the above.

 

1.9. “Customer” means the customer specified in the Agreement ordering any of the Services.

 

1.10. “Data Protection Legislation means, as applicable: (i) the Federal Trade Commission Act (15 U.S.C. §§ 41-58, as amended), (ii) the California Consumer Privacy Act of 2018 (“CCPA”), and (iii) any other federal or state data protection laws now or in the future enacted, in all cases as amended or replaced from time to time.

 

1.11. The “Effective Date” is the date on which the Service Agreement and Order is executed by an authorized representative of Togetherall following execution by Customer’s authorized representative.

 

1.12. “Good Industry Practice” means, in relation to any undertaking and any circumstances, the exercise of the degree of professionalism, skill and care, that would reasonably be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances.

 

1.13. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of know-how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

1.14. “Management Services” means the services Togetherall provides to the Customer pursuant to the Agreement and, in particular, as specified in the Services Specification.

 

1.15. “Materials” means videos and materials describing the Support Services (including demos), provided by Togetherall to educate Customer personnel so they are able to raise awareness about and explain the Support Services to potential Users.

 

1.16. “Members” of the Support Network are individuals, including Customer’s Users, who are members of the Support Network Community, having registered for the Support Network and activated an account with Togetherall.

 

1.17. “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.

 

1.18. “Processing” means any operation or set of operations that is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

 

1.19. “Reports” means the periodic usage reports containing aggregated data only that are provided by Togetherall to Customers in accordance with the Service Specification.

 

1.20. “Services” means the Management Services and the Support Services provided by Togetherall to Customer and its Users under the Agreement, and any additional or ancillary services Togetherall agrees in writing to provide under the Agreement.

 

1.21. “Services Start Date” is the date specified in the Agreement on which Togetherall will commence providing the Services.

 

1.22. The “Service Specification,” which is incorporated by reference into the Agreement, generally describes the Services to be provided by Togetherall to Customer and its Users under the Agreement, as amended from time to time by Togetherall.

 

1.23. The “Site” refers to www.togetherall.com.

 

1.24. The “Support Network” or “Support Services” refers to the community platform and associated services available to all Users via the Site that, as described in the Service Specification, enables Users to seek peer and Community support and access a range of self-support and self-assessment tools.

 

1.25. The “Term” commences on the Effective Date of the Agreement and continues for the period specified in the Services Agreement and Order, after which it automatically expires.

 

1.26. “Users” are individuals who have registered and activated an account on the Support Network, having been designated by Customer as eligible to receive Support Services.

 

2. Togetherall Obligations

 

2.1. Togetherall will provide the Services in accordance with the Agreement and Good Industry Practice.

 

2.2. Togetherall will not be in breach of this Agreement or otherwise liable for any failure or delay in the provision of the Services if such delay is caused by or partially or entirely results from Customer’s breach of Section 3.1.

 

2.3. Togetherall reserves the right, acting reasonably and in good faith and without notice to Customer, to disconnect or block access to the Services by any User believed by Togetherall to have commited any illegal or fraudulent act or breached any Togetherall policy or procedure and Togetherall shall not be in breach of this Agreement or otherwise liable for any failure or delay in the provision of Services as a result of exercising such right.

 

3. Customer Obligations

 

3.1. Customer will:

 

3.1.1. Fully cooperate with Togetherall in a timely manner in all matters relating to the Agreement to enable Togetherall to comply with its obligations under the Agreement (and provide any reasonable assistance to Togetherall that may be necessary for the performance of the Services);

 

3.1.2. Provide to Togetherall in a timely manner all documents, information, items and materials in any form (whether owned or controlled by the Customer or a third party) necessary for the provision of the Services or reasonably required by Togetherall and ensure that they are accurate and complete in all material respects;

 

3.1.3. Ensure that Customer’s key personnel is available for any scheduled meetings;

 

3.1.4. Promptly grant any approvals that may be needed from time to time for the provision of the Services;

 

3.1.5. Review Togetherall reports promptly and provide any related input within a reasonable time whenever necessary;

 

3.1.6. Facilitate the implementation of the Support Services and the registration of its Users with Togetherall for the provision of the Support Services;

 

3.1.7. Provide, within the time periods reasonably specified by Togetherall, clear verification criteria, as agreed by the parties, to allow Togetherall to verify the identy of prospective Users, facilitate their registration, and provide the Support Services (e.g. zip code data, eligible corporate email addresses – e.g. @nameofcustomer.com – etc.) ;

 

3.1.8. Actively assist Togetherall to refer any User to emergency services if and when deemed necessary by Togetherall in its sole discretion; and

 

3.1.9. Pay all Charges due to Togetherall in accordance with the payment schedule established in the Service Agreement and Order in the manner set out in Section 4 (Charges and Payment) below.

 

4. Charges and Payment

 

4.1. The Charges payable for the Services will be set out in the Service Agreement and Order unless otherwise agreed in writing.

 

4.2. Charges will be invoiced annually in advance and are due within thirty (30) days from the date of Togetherall invoice (“Due Date”) unless otherwise specified in the Service Agreement and Order.

 

4.3. Customer is responsible for providing timely complete and accurate billing and contact information to Togetherall (and any necessary purchase order numbers) and for promptly notifying Togetherall of any changes to such information.

 

4.4. All Charges are exclusive of applicable sales tax or similar taxes, for which the Customer is entirely responsible.

 

4.5. All Charges shall be paid in U.S. dollars, or in the currency indicated in the Service Agreement and Order.

 

5. Warranties

 

5.1. Mutual Warranties.  Each of Togetherall and Customer warrants to the other that it:

 

5.1.1. Is acting on its own behalf and not for the benefit of any other person;

 

5.1.2. Has full power and authority to enter into and perform this Agreement;

 

5.1.3. Has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement; and

 

5.1.4. And its respective personnel will comply with all applicable laws and regulations in connection with this Agreement.

 

5.2. Togetherall Limited Warranty and Remedy

 

5.2.1. Togetherall warrants that the Services will be provided in accordance with Good Industry Practice.

 

5.2.2. This warranty shall not apply to the extent any non-conformance is caused by (i) use of the Services by the Customer (including its subcontractors or suppliers) in breach of the Agreement, or modification or alteration of the Services by any party other than by Togetherall or Togetherall’s duly authorized contractors or agents and (ii) use of the Services by a User in violation of the User’s agreement with Togetherall including, without limitation, the Togetherall Member Terms, the Togetherall House Rules, and/or the Togetherall Privacy Policy.

 

5.2.3. For any breach of this warranty, the Customer’s exclusive remedy is termination of the applicable Agreement and refund of any prepaid fees covering the remainder of the Term specified in the applicable terminated Agreement(s) after the effective date of termination.

 

5.3. Disclaimers and Exclusions

 

5.3.1. Customer acknowledges and agrees that:

 

5.3.1.1. The Support Network is a self-assessment and self-use tool provided to Users for general support and guidance;

 

5.3.1.2. The Services provided on and through the Support Network do not include the provision of medical care, mental health care, or other professional services;

 

5.3.1.3. The Support Network is not a substitute for medical or mental health services provided by a licensed qualified professional;

 

5.3.1.4. Togetherall cannot and does not assess whether the use of the Support Network and associated Services are appropriate for a User;

 

5.3.1.5. The Support Network is not intended for use by individuals who are in crisis, suicidal, or otherwise pose a threat to themselves or others;

 

5.3.1.6. Members of the Support Network, including Users, may post content to the Site, including content containing or linking to information sourced from third parties who are unknown to and not vetted by Togetherall.  This information may or may not be reliable, truthful, accurate, or safe.  Togetherall reserves the right (but not the obligation) to remove inappropriate, inaccurate, or potentially harmful content, and endeavors to do so, but does not warrant that the Site will be free of such content;

 

5.3.1.7. As the operator of the Support Network, Togetherall’s role is to provide an environment in which Members can seek peer-to-peer and community support and access self-assessment and self-management tools.  While Togetherall provides trained professionals to monitor activity on the Support Network Site, these individuals do not provide medical or mental health services to Support Network Members, and may or may not be licensed to do so in any particular jurisdiction;

 

5.3.1.8. To the extent a Support Network monitor identifies a User who appears to be in crisis, Togetherall will offer support, including help and encouragement to contact emergency services or seek assistance from their physician or therapist.  Togetherall does not warrant that: it will identify all Users in crisis; Users in crisis will respond to such help and encouragement; and/or that any emergency intervention will be successful; and

 

5.3.1.9. Use of the Support Network is at the User’s sole risk.

 

5.3.2. Customer hereby releases Togetherall and agrees to hold Togetherall harmless from any and all causes of action and claims of any nature arising from its Users’ use of the Support Services and interaction with other Members on the Support Network, including, without limitation, any opinion, suggestion, advice, information, or input provided by such Members.

 

5.3.3. The Services are provided “As Is.” Except as expressly provided herein, Togetherall excludes all warranties, representations, terms, conditions or other commitments of any kind, whether express or implied, statutory or otherwise, and Togetherall specifically disclaims all implied warranties, including (without limitation) any warranties, representations, terms, conditions or other commitments of fitness for a particular purpose or of satisfactory quality or of reasonable skill and care, in each case, to the maximum extent permitted by applicable law.

 

5.3.4. Togetherall: (a) does not warrant that the Users’ use of the Support Services will be uninterrupted or error-free; nor that the Services, Materials, and/or any other information provided by Togetherall or otherwise available through the Support Network will meet the Customer or its User’s requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet or power failures.

 

6. Limitation of Liability

 

6.1. Nothing in this Agreement shall operate to exclude or limit Togetherall or the Customer’s liability for:

 

6.1.1. Death or personal injury caused by its negligence;

 

6.1.2. Customer’s obligation to pay any amount due to Togetherall under the Agreement;

 

6.1.3. Fraud; or

 

6.1.4. Any other liability that cannot be excluded or limited under applicable law.

 

6.2. Subject to Section 6.1, neither party will have any liability (whether under contract, tort, including negligence, breach of statutory duty, or otherwise, and whether or not foreseeable or contemplated by the parties) arising out of or relating to the Agreement for:

 

6.2.1. The other party’s lost revenues or profits;

 

6.2.2. Indirect, special, incidental, or consequential losses; or

 

6.2.3. Exemplary or punitive damages.

 

6.3. Subject to Section 6.1, the total aggregate liability of each of Togetherall and the Customer for any claim or loss arising out of, or in relation to, this Agreement, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, shall not exceed in any calendar year, one hundred per-cent (100%) of the Charges payable by the Customer to Togetherall pursuant to the Agreement(s) in such calendar year.

 

6.4. To the extent that the Services provided by Togetherall are based on inaccurate, incorrect or incomplete data provided by the Customer (or its sub-contractors or suppliers), or instructions or information provided by the Customer (or its sub-contractors and suppliers) to Togetherall, Togetherall shall not be liable or responsible for any claims or losses suffered by the Customer as a result of Togetherall providing the Services to the Customer and its Users relying on such inaccurate, incorrect or incomplete data, instructions or information.

 

6.5. Section 6 shall survive the expiration or termination of this Agreement for any reason whatsoever.

 

7. Intellectual Property Rights

 

7.1. Togetherall retains all Intellectual Property Rights in the Services and grants Customer a license to use such Intellectual Property Rights to the extent required to receive the Services directly provided to Customer under this Agreement and promote the Support Network and other Togetherall services to its Users. Each User will receive a separate license to access Togetherall Services when they register for and activate their Togetherall account.

 

7.2. All Intellectual Property Rights in any documentation or Materials provided by Togetherall in the course of performing the Services shall be the property of Togetherall, and Togetherall hereby grants to the Customer a non-exclusive license to use such Intellectual Property Rights to receive the Services and use the Materials to the extent necessary to achieve the purpose of this Agreement.

 

7.3. Customer shall have no right (and shall not permit any third party including any of its sub-contractors and suppliers) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Services or Materials, in whole or in part.

 

7.4. Without the prior written consent of Togetherall, Customer shall not sub-license, assign or novate the benefit or burden of the licenses granted hereunder in whole or in part, or deal in any other manner, with any or all of its rights and obligations under this Agreement.

 

7.5. Togetherall may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this license.

 

8. Trademarks

 

8.1. Neither party may use registered trademarks, logos, commercial names, Internet domain names or any other distinctive sign of the other party without prior written consent, unless they are used as a mere commercial reference.

 

8.2. The Customer hereby grants to Togetherall the non-exclusive right to use the Customer trademarks to inform the Users about the Support Services available to them in accordance with, and for the duration of, this Agreement.

 

8.3. Togetherall acknowledges and agrees that all rights in the Customer trademarks shall remain in the Customer, and that it does not have and will not acquire any right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks as expressly provided in this Agreement.

 

8.4. The Customer acknowledges and agrees that all rights in Togetherall trademarks shall remain in Togetherall, and that the Customer has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks as expressly provided in this Agreement.

 

9. Privacy and Security

 

9.1. Each of Togetherall and the Customer shall comply with all applicable requirements of the Data Protection Legislation in connection with this Agreement. This Section 9 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

 

9.2. At all times that one party possesses or has access Confidential Information and/or Personal Information owned by the other party, the party with such access will maintain reasonable administrative, technical, and physical controls that:

 

9.2.1. Are designed to ensure the privacy, security, and confidentiality of that information;

 

9.2.2. Meet or exceed relevant industry standards;

 

9.2.3. Limit the collection, storage, disclosure, use of or access to such information solely to persons and purposes authorized by this agreement; and

 

9.2.4. Are appropriate to the party’s role with respect to such information.

 

9.3. To maintain User privacy, Customer will not share Personal Information about its Users with Togetherall except as strictly necessary for Togetherall to deliver the Services.

 

9.3.1. To the extent possible, Customer and Togetherall will agree in advance on non-personal identifiers (e.g. email addresses corresponding to the Customer’s corporate email domain, single-use tokens, etc.) to be used by Togetherall to verify that individuals attempting to become Users of the Support Network are eligible to do so.

 

9.3.2. Notwithstanding Section 9.3 above, Customer may give Togetherall a list of email addresses for individuals who are eligible to become Support Network Users, which list Togetherall will use exclusively on behalf of Customer to send information about and a link to the landing page for Support Network.

 

9.4. To maintain User privacy, except as necessary to provide the Services, to respond in an emergency situation, or as required by law, Togetherall will not disclose Personal Information about Users to Customer; provided, however, Togetherall will provide aggregated (anonymized) data to the Customer about the access and usage of the Support Network by Users in accordance with the Service Specification.

 

9.5. Subject only to Section 9.3.2 above, Togetherall and not Customer will determine the purposes and means of Processing Personal Information collected from and about Users in connection with their use of the Support Network.  In that capacity, Togetherall will be solely responsible for:

 

9.5.1. Informing Users about and securing Users’ consent to such processing;

 

9.5.2. Processing Personal Information about Users only in accordance with the Togetherall Privacy Policy;

 

9.5.3. Retaining Personal Information only for so long as it is needed to provide the Support Services and securely disposing of Personal Information when it is no longer needed for that purpose;

 

9.5.4. Responding to Users’ requests to access, correct, or delete Personal Information in accordance with applicable law;

 

9.5.5. Ensuring the security, integrity, and confidentiality of Personal Information about Users; and

 

9.5.6. Otherwise complying with applicable Data Protection Law.

 

10. Term, Suspension and Termination

 

10.1. This Agreement shall commence on the Effective Date and expire at the end of the Term unless extended in writing by the parties.

 

10.2. If either party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of the other party’s written notice requiring it to do so, the non-breaching party may terminate the Agreement with immediate effect on written notice to the party in breach.

 

10.3. In the event that either party (i) becomes unable to pay its debt or becomes insolvent, (ii) files for protection under bankruptcy or insolvency laws, (iii) makes an assignment for the benefit of creditors, (iv) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within sixty (60) days after such filing, (iv) proposes a written agreement of composition or extension of its debts, (v) proposes or is a party to any dissolution or liquidation, (vi) files a petition under any bankruptcy or insolvency act or has any such petition filed against that is not discharged within sixty (60) days of the filing thereof, then the other party may terminate this Agreement in its entirety effective immediately upon written notice to such party.

 

11. Consequences of Termination

 

11.1. If the Agreement expires or is terminated for any reason, the Customer shall pay Togetherall all Charges and expenses due to Togetherall under the Agreement.

 

11.2. On expiry or termination of the Agreement Togetherall may submit an invoice, which shall be payable by the Customer within thirty (30) days of the date of the invoice.

 

11.3. Termination or expiry of this Agreement or an Agreement shall be without prejudice to the respective rights and liabilities of each of the parties accrued prior to such termination or expiry.

 

11.4. On expiry or termination of this Agreement any license granted under the Agreement shall terminate immediately.

 

11.5. On expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except for any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

 

12. Confidentiality

 

12.1. Each party shall protect the Confidential Information of the other party against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable standard of care.

 

12.2. Confidential Information may be disclosed by the receiving party to its employees, Affiliates and professional advisers on a need to know basis, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received on at least the same standards as set out in this Agreement.

 

12.3. The obligations set out in this Section 13 shall not apply to Confidential Information that the receiving party can demonstrate:

 

12.3.1. is or has become publicly known other than through breach of this Section 13;

 

12.3.2. was in the possession of the receiving party prior to disclosure by the other party;

 

12.3.3. was received by the receiving party from an independent third party who has full right of disclosure;

 

12.3.4. was independently developed by the receiving party; or

 

12.3.5. was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

 

12.4. The obligations under this Section 12 will survive for a period of 5 years from the termination or expiration of the Agreement.

 

13. Notices

 

13.1. Any notice given to a party under or in connection with this Agreement contract shall be in writing and shall be:

 

13.1.1. delivered by hand or by registered mail or courier to its registered office (if a company) or its principal place of business (in any other case); or

 

13.1.2. sent by email to the address as provided and notified to the party.

 

13.2. Any notice shall be deemed to have been received:

 

13.2.1. if delivered by hand, registered mail or courier, on signature of a delivery receipt or at the time the notice is left at the proper address;

 

13.2.2. if sent by email, at the time of transmission (without bounce-back or other error), or, if this time falls outside business hours in the place or receipt, when business hours resume. In this Section 14, business hours means 9.00am to 5.00pm Monday to Friday on a Business Day.

 

13.3. To be effective, notice of any breach of or termination of the Agreement must prominently state that the notice is a formal notice of breach or termination. If a breach or termination notice is sent by email, a copy of the notice shall also be sent by registered mail or courier.

 

13.4. This Section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

14. General Terms

 

14.1. Togetherall may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.

 

14.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior written consent of the other party, consent not to be unreasonably withheld, conditioned or delayed.

 

14.3. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

14.4. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

 

14.5. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

 

14.6. No variation of this Agreement shall be effective unless it is agreed in writing and signed by the parties (or their authorized representatives).

 

14.7. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

 

14.8. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

14.9. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

14.10. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

 

14.11. If any provision or part-provision of this Agreement is deemed deleted under Section 14.10 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

14.12. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

 

14.13. The Agreement is not intended to and shall not be construed to give any third party and interests or rights with respect to or in connection with the Agreement or any provision thereof.

 

14.14. Interpretation.

 

14.14.1. Section and Schedule headings shall not affect the interpretation of this Agreement;

 

14.14.2. References to Sections and Schedules and additional terms are (unless otherwise provided) references to the Sections and Schedules of this Agreement;

 

14.14.3. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular;

 

14.14.4. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

 

14.14.5. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

 

14.14.6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and

 

14.14.7. References to content include any kind of text, information, image, or audio or video material.

 

14.15. In the event of conflict or inconsistency between or among the terms and/or provisions of the Agreement, including without limitation, the Service Specification, any service order, statement of work, amendment or modification relating to the provision of Support Services hereunder, the more specific term shall prevail.

 

14.16. ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT WILL BE GOVERNED BY [INSERT STATE] LAW, EXCLUDING DELAWARE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DELAWARE AND THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

 

This site is not intended for individuals in an emergency. If you are in a life-threatening situation, please immediately dial 911 or go to your nearest emergency room. Further crisis help can be found here.

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