TERMS OF SERVICE
Last revised on July 15, 2022.
1. PREAMBLE
1.1. These Terms of Service, Privacy Policy, and Data Protection Addendum (collectively, the
“Agreement”) shall govern the relationship between Bold Screen Media, LLC (the “Company” or
“we”, “us”, “our”), operated the Self-Service Demand Side Platform AudioSpot, with respect to
your (“you” or “your”) use, access or interaction with the Service.
1.2. Please read this Agreement carefully before registering for the Self-Service DSP. By using
the Self-Service DSP and our services you agree to this Agreement including any changes or
modifications we may make. Modifications shall become effective immediately upon being
posted at the Website or through the Self-Service DSP. Your continued use of the Self-Service
DSP after amendments are posted constitutes an acknowledgement and acceptance of the
Agreement and its modifications. If you do not accept this Agreement, please do not register or
continue using, accessing or interacting with the Self-Service DSP.
1.3. TO ACCEPT THESE TERMS AND CREATE AN ACCOUNT, YOU MUST BE AN ADULT OF
LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH YOUR ACCOUNT IS REGISTERED.
YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON YOUR
ACCOUNT, INCLUDING THE ACTIONS OF CHILDREN AND ANYONE ELSE WITH ACCESS TO
YOUR ACCOUNT.
2. DEFINITIONS
“Account” means the account assigned by Company to you to access and use the Service.
"Ads" means any and all information, material, content and Advertisement that promotes a
brand, product or service, including video ads, display ads, native ads and tracking links, which
you upload to or through, or deliver using, the Service.
"Bid" means a response to a Bid Request, submitted by the Service on behalf of you to
purchase selected Inventory for the placement of Ads.
"Bid Request" means any request sent by third-party exchange partners or publishers through
the Service for bids by yours on an impression Inventory.
"End User" means any end user that views, is able to view, or interacts with Ads delivered in
connection with the Service.
"Intellectual Property Rights" means (a) any and all proprietary rights provided under, (i) patent
law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law, or (v) any
other statutory provision or common law principle applicable to this Agreement, including trade
dress and trade secret law, which may provide a right in either ideas, formulae, algorithms,
concepts, inventions or know-how generally, or the expression or use of such ideas, formulae,
algorithms, concepts, inventions or know-how; and (b) any and all applications, registrations,
licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the
foregoing.
"Inventory" means the targeted advertising space applicable that a third party exchange
partners or publisher designates for the placement of Ads.
"Policies" means, collectively, all applicable written (which includes both printed and electronic)
rules, requirements, technical standards, and policies of Company that are located at link or set
forth in the Self-Service DSP or Website or otherwise provided by Company to you, and may be
modified from time to time.
"Service" means Company’s proprietary hosted, Self-Service Demand Side Platform for
automated, real-time bidding to match Ads with Inventory. The Service allows for the targeted
delivery of Ads on web, mobile, Advanced TV (including CTV/OTT), Audio, DOOH including all
related user portals, technology and software, and any related service, whether managed by
Company or a third party. No software is delivered to or downloadable by you.
"Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar
governmental assessments of any nature, including VAT (subject to reverse charge), GST
(subject to reverse charge), excise, sales, use, consumption and withholding taxes.“User Data”
means any data that Company collects during delivery of Ads or performance of its obligations
under this Agreement, including End User device information, End User session-based
browsing behavior, number of impressions, http header information, and any other data that you
elect to provide to Company.
"Website" means, collectively, the websites operated by Company.
2. SERVICE
2.1 Subject to compliance with all terms of this Agreement, Company grants to you during the
term of this Agreement a limited, non-exclusive, and non-transferable license (without the right
to grant sublicense) to access and use the Service for purposes of receiving bid requests and
for submitting bids, transmitting creative for Ads, track the results of campaigns and creatives,
solely in the manner enabled by Company and in accordance with all applicable Policies.
2.2. You shall be solely responsible for all activities occurring under Account and for ensuring
the accuracy of all information you provide in accessing the Service. Company reserves the
right to modify and update the features and functionality of the Service in whole or in part at any
time in its sole discretion.
2.3. You are prohibited from accessing the Service to: (i) engage in any marketing activities,
promote any product or service or do anything that is illegal, obscene, misleading,
discriminatory, defamatory, threatening or harassing; (ii) infringe, misappropriate, or otherwise
violate Company’s or any third party’s Intellectual Property Rights; (iii) use Account in any
manner that results, or could result, in complaints, claims, fees, fines, penalties or any other
liability to Company or to you or to any third parties; (iv) frame, or utilize framing techniques to
enclose, any trademark, logo or other proprietary information (including images, text, page
layout and form) of Company or its affiliates or any third parties; (v) generate queries, or
impressions of or clicks on Ads through any automated, deceptive, fraudulent or other invalid
means (including, click spam, robots, macro programs, and Internet agents); (vi) encourage or
require End Users to click on Ads through offering incentives or any other methods that are
manipulative, deceptive, malicious or fraudulent; (vii) spread, or facilitate the spread of, any
viruses, worms or other malicious computer programs that may damage, detrimentally interfere
with, surreptitiously intercept or expropriate any system, data or information; or (viii) use any
robot, spider, other computer program, or manual process to monitor or copy the Service, or
any portions thereof.
2.4. You acknowledge and agree that Company acts as a passive conduit for the distribution
and publication of information submitted by you and has no obligation to screen
communications or information in advance on any of Ads. Company does not warrant the
correctness, accuracy, timeliness, reliability of any information posted via the Service nor does
Company make any representations regarding the level of impression, the conversion rate, or
the timing of delivery of any impressions available through the Service. Furthermore, Company
will not be subject to any liability whatsoever for: (i) any failure to provide access to all or any
part of the Service due to systems failures or other technological failures of the Service or of the
Internet; (ii)network disconnection caused by the network operators; (iii) system maintenance;
(iv) server down, server maintenance or device failures of the third party exchange partners or
publishers; (v) service interruptions caused by events beyond Company’s control; and (vi) errors
in content or omissions in any Ads.
3. PAYMENT
3.1. By bidding on Inventory through the Service, you are making a programmatic offer to
purchase such Inventory. If offer is accepted, you have purchased such Inventory. Purchases
are non-cancellable. Inventory purchases are calculated using Company’s statistics and data. If
these differ from any other statistics or data, Company’s measurements will prevail.
3.2. Your use of the Service requires prepayment of all applicable fees which may be due to
Company in connection with the Service calculated in accordance with the terms set forth
herein. Company is under no obligation to provide any Service until prepayment is received.
You shall pay to Company the initial prepayment at least $ 100 as a minimum deposit for the
first time within two (2) business days after the access to the Service with a further standard
top-up option starting from USD 100, unless otherwise agreed between the Parties.
3.3. For the purpose of effecting payments, the Company will issue you with invoices for
prepayment of amount upon your request, when you wish to add monetary funds to the
Account balance or at monthly intervals, or at any other such intervals which agreed between
the parties. You hereby promise, agree and covenant to effect payment of the amounts
mentioned in the invoices. Once the payment has been successfully made and it has reached
the Company, your balance shall bе updated in the Service. The Company renders Services оп
the basis of the Client 's actions in the Service. Payment, unless there is an agreement to the
contrary shall be made before the start of the campaign.
3.4. You must pay for the Service using PayPal or wire transfer or other means as
communicated between the Parties. You are responsible for confirming the accuracy of all
information provided for each payment (such as contact information, payment amounts, credit
card numbers and expiry dates, and wire information, as applicable).
3.5. You hereby agree that all the payment you deposit into Account with Company is non-
refundable and non-recoupable, except the other provided in this Agreement. Company has the
right to designate new payment methods and update the prepayment range. The charges for
impressions you successfully purchased will be debited from Account at the time of purchase. It
is your responsibility to ensure that Account has sufficient funds to pay for the impressions. If
Account balance is less than that required to purchase the Inventory that you intended to
purchase, the contemplated transaction may not be completed. If the transaction is not
completed, Company will not be liable to you or to any third party, for any loss suffered as a
result of such incomplete transaction.
3.6. Unless otherwise specified, all amounts on the Service refer to US dollars and all payments
shall be payable in US dollars.
3.7. You are responsible for paying any and all withholding, sales, value added or other taxes,
duties, levies or charges applicable to this Agreement, other than taxes based on Company
income.
4. ACCOUNT
4.1. If Account is inactive for a six-month period (i.e. have not purchased any Ads or did not log
into Account during 6 months), Account balance will be charged as an inactive fee, meaning the
balance reset to zero and Account will be closed. Company may, but has no obligation to, give
a prior notice of the imposition of any inactive fee.
4.2. If Account is inactive for a three-month period after the initial prepayment (i.e., have not
started running any campaigns or did not log into Account during 3 months), Account balance
will be charged as an inactive fee, meaning the balance reset to zero and Account will be
closed.
4.3. Company retains the right, at its sole discretion, to terminate any accounts involved with
any illegal, fraud, deceptive, automated, bot and related activities.
5. CONTENT
5.1. You grant to Company a worldwide, royalty-free, non-exclusive, transferrable license, under
all of your Intellectual Property rights, to: (i) use, display, perform, reproduce, distribute, publish,
modify, adapt, and translate such Ads, solely in the manner and for the purposes for which the
Service is used from time to time; (ii) to collect, use and modify any data related to Ads; (iii)
copy, transmit and display the logos, trademarks, service marks and/or identifying words
associated with you, Ads and the products or services under promotion through Service; (iv)
use data collected for market research and for press releases without identifying you. In
addition, you hereby grant Company the right to display your logo and description on Website
or any other media as part of Company’s client list.
5.2. You must ensure that all Ads that you submit through the Service comply with the
following: (i) Company’s Policies; (ii) the applicable publisher’s rules, guidelines, policies, size
parameters and submission requirements; (iii) any other requirements that Company makes
available to you from time to time; and (iv) the terms and conditions of this Agreement or the
applicable laws and regulations. If you are uncertain as to whether Ads meet the Policies or
publisher’s guidelines, you should contact a Company representative prior to placing Ads in
order to avoid interruptions, penalties or Account suspension or closure.
5.3. Company reserves the right to reject or cancel, at its sole discretion, any Ads at any time,
for any reason whatsoever, including but not limited to belief by Company that the relevant Ads
or the elements contained therein may subject Company or any third parties to any liability or is
materially adverse to Company’s interests. The fact that Company has not rejected any Ads
shall in no way reduce, limit or otherwise affect your responsibility and obligations under this
Agreement.
If Company determines at its sole discretion at any time that Ads provided by you are non-
compliant with its requirements, or for any other reason or that any of the products or service
promoted by you through the Service violates any applicable laws, rules, regulations or any of
Policies, Company may also suspend and/or delete Account without prior notice to you.
5.4. You are solely responsible for all Ads creating, uploading or traffic using the Service.
Company is not liable for any loss or damage that Ads may cause to you or others. You
represent to Company that you have all rights and permissions necessary to traffic Ads using
the Service. If any damage was caused by Ads to a third party partner, Company reserves the
right to pass your contact details to affected party.
6. INTELLECTUAL PROPERTY
6.1. You retain all ownership rights in and to any materials created, developed or provided by
you in connection with this Agreement (including User Data, Ads) and all Intellectual Property
Rights related to each of the foregoing.
6.2. Company retains all ownership rights in and to the Website, the Self-Service DSP, any
content thereon, the Service, the technology related to the Service, any and all technology and
any content created or derived from any of the foregoing and any materials created, developed
or provided by or on behalf of Company in connection with this Agreement, including all
Intellectual Property Rights related to each of the foregoing.
The Service may include certain third party services, technology, tools, data, or content of any
type, which are provided under license from third parties providers, and is subject to copyright
and other intellectual property rights owned or licensed by such third parties. Your use of the
Service shall not violate any license terms of third party providers. You may be held liable for
any unauthorized use, copying or disclosure of certain third party technology, tools, data or
other content.
COMPANY MAKES NO REPRESENTATION, WARRANTY, OR OTHER COMMITMENT
REGARDING THE THIRD PARTY SERVICES, TECHNOLOGY, DATA, OR OTHER CONTENT,
AND HEREBY DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR USE THEREOF.
6.3. Each party agrees to not use the other’s trademarks without express written consent,
except the other provided in this Agreement.
6.4. In connection with the operation of the Service, Company collects and receives User Data
with regard to your use of the Service. You agree that Company may: (i) use such data for
purposes of providing you with use of the Service and to fulfill its obligations in connection with
bids placed by you; (ii) disclose such data to its third party service providers that assist it in
making the Service available as is reasonably necessary for such assistance; (iii) disclose such
data as may be required by law or legal process; (iv) to improve the Website or Service; and (v)
use and disclose such information when it is aggregated with similar information relating to
other Company customers or End Users and when it does not specifically identify you or End
User.
You warrant that your use of the Service will comply with all laws, privacy policies and
regulations, including those pertaining to privacy and/or data protection relating to the
collection, use and disclosure of User Data, and that you obtain any consents, authorizations
and clearances from End Users that may be required in connection therewith or have another
lawful basis for doing so, including providing proper notice for the collection, use, storage and
transfer of such information. By way of example, and not of limitation, you shall comply with
your respective obligations set forth in GDPR also known as REGULATION (EU) 2016/679 OF
THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of
natural persons with regard to the processing of personal data and on the free movement of
such data, and repealing Directive 95/46/EC and CCPA also known as CALIFORNIA
CONSUMER PRIVACY ACT of June 28, 2018 on the protection of California consumers rights
relating to the access to, deletion of, and sharing of personal information that is collected by
businesses.
Please refer to our Privacy Policy for information on how Company collects, uses and discloses
your personally identifiable information. By using the Service, you agree to Company’s use,
collection and disclosure of personally identifiable information in accordance with the Privacy
Policy.
7. WARRANTIES
7.1. Each party represents and warrants throughout the term of this Agreement to the other that
it: has the authority to enter into this Agreement, that its execution of this Agreement and
performance of its obligations under this Agreement do not and will not violate any other
agreement to which it is a party, and that the terms and conditions hereof are binding on it; has
sufficient rights to grant any licenses granted hereunder; and will comply with all applicable
laws, rules guidelines and regulations.
7.2. You warrant that in your use of the Service you: (i) will comply with the Policies and all
DSP`s requirements; (ii) comply with all applicable privacy policies of the publishers of the
Inventory; (iii) are solely responsible for all aspects of dealing with End Users and your
Advertisers or Clients (e.g., selling, collection of payment, client service); (iv) are solely
responsible for correctly installing and using the Service; (v) have the lawful right to post and
distribute Ads to or through the Service; and (vi) are solely responsible for Ads, including with
respect to the quality, accuracy, legality and appropriateness.
7.3. Company warrants that: (i) it owns or otherwise has sufficient rights to the Service to grant
to you the rights granted herein; (ii) it will take commercially reasonable efforts to ensure the
security of Ads and shall treat such information in accordance with this Agreement.
8. CONFIDENTIALITY
8.1. As used in this Agreement, the term “Confidential Information” of the party disclosing such
information shall refer to: (a) such party’s trade secrets, business plans, strategies, methods
and/or practices; (b) such party’s software, tools, trade secrets, know-how, designs, technical
information, proprietary methodologies, computer systems architecture and network
configurations; (c) any other information relating to such party that is not generally known to the
public, including information about its personnel, products, customers, financial information,
marketing and pricing strategies, services or future business plans; and (d) any other
information which, from all the relevant circumstances, should reasonably be assumed to be
confidential and proprietary.
8.2. Each party agrees during the term of this Agreement and three (3) years following its
termination that it will not disclose any Confidential Information of the other party to any third-
party, and that it will not use Confidential Information for any purpose not permitted under this
Agreement. Each party will protect the Confidential Information of the other party in the same
manner that it protects its own confidential and proprietary information, but in no event shall
such protection be less than a reasonable standard of care. This supplements and does not
supersede any existing non-disclosure or confidentiality agreements between the Parties.
8.3. The foregoing obligations shall not apply to the extent Confidential Information of a
disclosing party: (a) must be disclosed by the receiving party to comply with any requirement of
law or order of a court or administrative body including any applicable stock exchange
(provided that each party agrees to the extent legally permissible to notify the other party upon
the issuance of any such order, and to cooperate in its efforts to convince the court or
administrative body to restrict disclosure); or (b) is known to or in the possession of the
receiving party prior to the disclosure of such Confidential Information by the disclosing party,
as evidenced by the receiving party’s written records; or (c) is known or generally available to
the public through no act or omission of the receiving party; or (d) is made available free of any
legal restriction to the receiving party by a third party; or (e) is independently developed by the
receiving party without use of any Confidential Information.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES NOR FOR ANY LOSS OF PROFITS, LOSS
OF REVENUES, LOSS OF SAVINGS, OR LOSS OF CLIENTS, WHETHER UNDER TORT
(INCLUDING NEGLIGENCE), CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF ANY
SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S LIABILITY ARISING OUT
OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE
AGGREGATE AMOUNTS PAID OR OWED UNDER THIS AGREEMENT BY YOU TO COMPANY
DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. NO
ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF ITS FORM,
MAY BE BROUGHT BY YOU MORE THAN 3 MONTHS AFTER THE CAUSE OF ACTION HAS
ACCRUED AND IN ANY EVENT NO LATER THAN 3 MONTHS AFTER THE TERMINATION OF
THIS AGREEMENT.
9.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT ARISING OUT OF COMPANY OR USE OF ANY ADS . FURTHER,
COMPANY EXPRESSLY DISAVOWS ANY OBLIGATION TO DEFEND, INDEMNIFY OR HOLD
YOU HARMLESS IN CONNECTION WITH ANY LAWSUIT OR OTHER PROCEEDING ARISING
OUT OF PARTICIPATION OR USE OF THE SERVICE. THE SELF SERVICE DSP OR THE
SERVICE IS PROVIDED TO YOU BY COMPANY ON AN ‘AS IS‘ AND ‘AS AVAILABLE‘ BASIS. IN
ADDITION, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE
OPERATION OF THE SELF-SERVICE DSP OR ANY RELATED SERVICES WILL REMAIN
UNINTERRUPTED OR ERRORFREE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THIS WEBSITE OR THE SERVICE
IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. COMPANY
SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS WEBSITE OR
THE SERVICE.
9.3. Indemnification
You agree to indemnify, defend, and hold Company harmless from and against any liabilities,
damages or expenses (including reasonable attorneys’ fees) arising out of any claim, demand,
action, proceeding, fine, or penalty initiated or imposed by a third party to the extent attributable
to: (i) your failure to secure all rights, title, and interest necessary to display Ads via the Service;
(ii) allegation that the content, or that the services, products or goods being advertised, violate
any applicable law; (iii) allegation that Ads infringe upon, violate, or misappropriate any
Intellectual Property Rights, or slander, defame, or libel any person; or (iv) any alleged breach by
you of its obligations under this Agreement.
As a precondition to indemnity coverage, the party seeking indemnification (the “Indemnified
Party”) must comply with the following indemnification procedures: (i) Indemnified Party
promptly notifies indemnifying party (the “Indemnifying Party”) in writing of the claim, except
that any failure to provide this notice promptly only relieves Indemnifying Party of its
indemnification responsibility to the extent its defense is materially prejudiced by the delay; (ii)
grants Indemnifying Party sole control of the defense or settlement of the claim; and (iii)
provides Indemnifying Party, at Indemnifying Party’s expense, with all assistance, information
and authority reasonably required for the defense or settlement of the claim, but in a manner
consistent with Indemnified Party’s confidentiality obligations and preservation of attorney/client
and work product privileges.
10. TERM & TERMINATION
10.1. This Agreement shall commence upon your acceptance and remain in effect until
terminated.
10.2. Either party may terminate this Agreement for any reason by providing the other party with
thirty (30) days prior written notice.
10.3. In addition to any other rights of termination provided for herein, this Agreement may be
immediately terminated by a party if:
• the other party commits a material breach of its obligations hereunder that is not cured within
ten (10) days after written notice thereof from the non-breaching party, or
• a petition in bankruptcy or other insolvency proceeding is filed by or against the other party, or
if an application is made for the appointment of a receiver for the other party of its property, or if
the other party makes an assignment for the benefit of creditors, is unable to pay its debts
regularly as they become due, or ceases carrying on business in the ordinary course.
10.4. Company will refund the unused Account balance (if any), with deducting a Paypal or a
bank fee or other payment system fee, within 30 days after the effective date of termination.
Company will only send refunds to the source from which payment was made. You may be
required to provide additional information or documentation in order for Company to confirm
identity, before any refund request will be processed. Company shall not provide refund if you
entered malware, malicious Ads or any kind of prohibited content or activity through the
Service. In this case, Company reserves the right to terminate Agreement without refund.
10.5. Upon termination or expiration of this Agreement, all rights granted herein will revert to the
granting party and all licenses will terminate, and you will make no further use of the Service.
Except as otherwise provided herein, any termination or expiration of this Agreement shall be
without prejudice to any other rights or remedies a party may be entitled to under this
Agreement or at law or in equity and shall not affect any accrued rights or liabilities of either
party nor the coming into or continuance in force of any provision of this Agreement which is
expressly or by implication intended to come into or continue in force on or after such
termination or expiration.
11. GENERAL
11.1. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts,
USA without regard to conflicts of law provisions. Any dispute arising out of this Agreement or
the interpretation thereof, shall be discussed by the Parties in the first instance, and if possible
resolved by negotiation. In the event that the matter cannot be so resolved, it shall be submitted
to and determined by the applicable Court of the Commonwealth of Massachusetts, USA.
11.2. You may not transfer or assign this Agreement or any right or obligation under this
Agreement, in whole or in part, without the prior written consent of the Company. Company
may transfer or assign this Agreement, or any right or obligation under this Agreement, at any
time, and is not required to provide you with notice of such assignment. This Agreement will be
binding upon and inure to the benefit of the Parties and their respective permitted successors
and assigns, as applicable. Any assignment in violation of this Section shall be void.
11.3. Except as otherwise expressly provided in this Agreement, all notices sent by one Party to
the other Party pursuant to or in connection with this Agreement shall be in writing and shall be
deemed to have been sufficiently given and received for the purposes of this Agreement if sent
to the other Party at the email address or via Account; or mailing it to the street address listed in
your Account; and shall be deemed received by the date of transmission.
11.4. The Parties are independent contractors. Nothing in this Agreement shall be construed to
create a joint venture, partnership or agency relationship between the Parties. Neither party has
any authority of any kind to bind the other in any respect whatsoever and neither party shall
make any contracts, warranties or representations or assume or create any other obligations,
express or implied, in the other party’s name or on its behalf.
11.5. Neither party shall be liable to the other party for any delay or failure in performance under
this Agreement arising out of a cause beyond its control and without its fault or negligence.
Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability
of necessary utilities, blackouts, acts of God, acts of regulatory agencies, or national disasters.
11.6. If any provision, or portion thereof, of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair
or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and
each provision, or portion thereof, is hereby declared to be separate, severable and distinct.
11.7. A waiver of any provision of this Agreement shall only be valid if provided in writing and
shall only be applicable to the specific incident and occurrence so waived. The failure by either
party to insist upon the strict performance of this Agreement, or to exercise any term hereof,
shall not act as a waiver of any right, promise or term, which shall continue in full force and
effect.
11.8. This Agreement, as amended from time to time, contains the full and complete
understanding among the Parties hereto, supersedes all prior agreements and understandings
whether written or oral pertaining hereto and you cannot change the terms of this Agreement.
Company may, but has no obligation to give notice of changes or modifications of the
Agreement. You shall check updates of the Agreement from time to time by yourself.