(a) Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (i) the applicable Order Form or the customer portal on the Site; (ii) Product Specific Terms; (iii) any applicable SLA; (iv) these Terms; and (v) the applicable Documentation.
(b) Relationship. Each Party is an independent contractor in the performance of this Agreement and nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Neither Party has the authority to commit the other Party in any way and will not attempt to do so or imply that it has the right to do so. Nothing in these Terms is intended to prevent: (i) us from marketing, licensing, selling, or otherwise providing Services to any third party; and (ii) you from obtaining services similar to the Services from a third party.
(c) Severability. If a court of competent jurisdiction holds any provision of these Terms to be contrary to applicable law, that provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the greatest extent allowed by law and the remaining provisions of these Terms will remain in full force and effect.
(d) Notices. If you need to provide notice to us under these Terms, you may do so in writing via email to email@example.com or by overnight courier (FEDEX, DHL, UPS) at our address: 3001 SW 3rd Avenue, Miami, FL. If we need to provide notice to you, we will do so, at our election, in writing via email to the email address you designate in your account or by letter to the address associated with your account. It is your responsibility to keep all email and postal addresses associated with your account current and accurate. Unless otherwise expressly provided in this Agreement, please note that communications through our general support messaging system or to your account representative will not constitute legal notice where notice is required to us under this Agreement or any law or regulation.
(e) Force Majeure. Except for the payment of Fees, each Party will be excused from any failure or delay of performance to the extent caused by unavoidable events beyond its reasonable control and not caused by it such as natural catastrophes, laws, orders, regulations, directions or actions of governmental authorities, act of war, hostility, or sabotage, failure of telecommunication or digital transmission links, or failure of any third-party operating systems, platforms, applications, or networks, not under the Party’s reasonable control. All Parties will take reasonable actions to minimize the consequences of these events. In addition, a Party will be excused from future performance under this Agreement, if: (i) the other Party becomes, directly or indirectly, subject to sanctions or restrictive measures imposed by competent governmental authorities; or (ii) the performance of any aspect of this Agreement would require that Party to engage in a transaction with a person, directly or indirectly, subject to such sanctions or restrictive measures.
(f) Waiver. No failure or delay by either Party in exercising any right or enforcing any provision under these Terms will constitute a waiver of that right, provision, or any other provision. Any waiver must be in writing and signed by each Party to be legally binding. With the exception of the rights explicitly provided in this Agreement, each Party waives any rights to wholly or partially terminate or rescind this Agreement or to claim termination, rescission, or amendment of this Agreement, to the greatest extent permitted by applicable law.
(g) Assignment. You may not assign or transfer any rights or obligations under this Agreement (including under all Order Forms) in whole or in part, whether by operation of law or otherwise, without our prior written consent. We may freely assign this Agreement and any of our obligations hereunder to any Person. Any attempted assignment or transfer by either Party in violation hereof will be void at inception. Subject to the foregoing, each and all of the provisions in this Agreement will be binding on and inure to the benefit of the parties to this Agreement and their respective administrators, successors, and permitted assigns.
(h) Entire Agreement. This Agreement represents the full and complete contract between the Parties, superseding all prior proposals, statements, or agreements, and neither Party has entered into this Agreement in reliance on any representations or warranties other than as set out in this Agreement. Additionally, your purchase of any Services is not contingent on, and you have not relied on, the delivery of any future functionality, regardless of any communication about our products. The Parties agree that any term or condition contained in any Customer provided documentation (such as a purchase order) is void unless such documentation is expressly signed by us with an intention to be bound by it.
(i) Electronic Signature and Counterparts. Your use of our Services indicates acceptance of this Agreement. If and to the extent that we enter into an Agreement with you that requires signature, each of us agree to the use of electronic signatures and that we will each be bound by them. Any Order Form or other document governed by this Agreement may be executed in two or more counterparts (including by combination of electronic and non-electronic signatures), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(j) General Construction. References in this Agreement (including all referenced documents comprising part of this Agreement) to “include”, “including”, “included”, and “for example” (and like words) shall, as the context so requires, be read to refer to those words without limitation. Throughout this Agreement, each gender and number shall include all genders and numbers as the context requires. Headings are for convenience only. This Agreement shall be interpreted without giving effect to any interpretive principle requiring ambiguities to be resolved against a Party solely by reason of its involvement in the drafting of the instrument.