Terms and Conditions

GloRep Terms and Conditions

1.             Definitions and Interpretations

1.1        In these terms and conditions the following definitions apply

1.2        Defining Variables. Variables have the meanings or descriptions given in Clause 1 (Definitions and Interpretations). However, if the Agreement omits or does not define a Variable, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to that Agreement.

  • Provider shall mean GloRep (Pty) Ltd a company incorporated in accordance with the laws of the Republic of South Africa, with its chosen domicilium citandi et executandi at Blueberry Office Park, Unit 25, Block D, 25 Apple Street, Honeydew, Gauteng, South Africa
  • Customer shall mean any individual, company, corporation, partnership, association, or other entity that engages in a transaction with Provider, accesses the System and/or the Services on the basis of these Terms and Conditions, whereby they purchase, lease, or use the products, or services provided by Provider. The term “Customer” includes all persons acting on behalf of or under the direction of the said individual or entity, including but not limited to employees, agents, contractors, and representatives.

1.5        “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

1.6        “Agreement” means this agreement together with any annexures and Addenda hereto, all as may be amended in writing by the Parties from time to time.

1.7        “Applicable Data Protection Laws” means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.

1.8        “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

1.9        “Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.

1.10      “Cloud Service” means the product described in the Agreement.

1.11      “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Subscription Start Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.

1.12       “Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.

1.13      “Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.

  • Customer Covered Claims ” shall mean any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, or (2) results from Customer’s breach or alleged breach of Section 3.1 (Restrictions on Customer).

1.15      “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

1.16      “Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.

1.17      “Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

1.18      “Feedback” means suggestions, feedback, or comments about the Product or related offerings.

1.19      “Fees” means the applicable amounts described in an Agreement

1.20      “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

1.21      “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.

  • General Cap Amount” shall mean the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim

1.23      “Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.

  • Non-Renewal Notice” shall mean at least 2 working days before the end of the current Subscription Period

1.25      “OFAC” means the United States Department of Treasury’s Office of Foreign Assets Control.

  • Payment Process” shall mean Automatic Payment. Customer authorises Provider to bill and charge Customers payment method on file once per month for immediate payment or deduction without further approval.

1.27      “Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

  • POPI Act” shall mean the Protection of Personal Information Act 4 of 2013 as amended from time to time

1.29      “Product” means the Cloud Service, Software, and Documentation.

  • Professional Services” shall mean the products and services selected by the Customer and which are rendered by Provider to the Customer.

1.31      “Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s licence numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the Applicable Data Protection Laws; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.

1.32      “Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

  • Provider Covered Claims” shall mean any action, proceeding, or claim that the Cloud Service, when used by the Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

1.34      “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.

1.35      “Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.

  • Subscription Period” shall mean length of access, in terms of this Agreement the Subscription period shall be month to month unless otherwise specifically stipulated
  • Subscription Start Date” shall mean the date that the Service was first Subscribed to

1.38      “Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.

  • Use Limitations” shall mean minimum system requirements such as an adequate camera quality for biometrics and document uploads so as not to impede the Service

1.40      “User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.

1.41      “Variable” means a word or phrase that is highlighted and capitalised, such as Subscription Period or Governing Law.

2.             Service

2.1        Access and Use.  Subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b)  use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. Provider will perform the Professional Services and Customer will reasonably cooperate with Provider to allow the performance of Professional Services, including providing Customer Content as needed. Provider is not responsible for any inability to perform the Professional Service if Customer does not cooperate as reasonably requested. 

2.2        User AccountsCustomer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

2.3        Feedback and Usage DataCustomer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyse Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

2.4        Customer ContentProvider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

2.5        Machine Learning. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider’s products and services, including third-party components of the Product, and Customer authorises Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider’s obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

3.             Restrictions & Obligations

3.1        Restrictions on Customer.

(a)    Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorised access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

(b)    Use of the Product must comply with all Documentation and Use Limitations.

3.2        Suspension.  If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 3.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.

4.             Privacy & Security

4.1        Protection of Personal Information (POPI)

  • The Customer and Provider hereby agree to comply with the provisions of the POPI Act in their handling of personal information and acknowledge that they are familiar with and will adhere to the requirements of POPI.
  • The Customer and the Provider acknowledge and agree that all data provided by the Provider to the Customer, or accessed by the Customer under this Agreement, shall be considered Personal Data and, where applicable, Intellectual Property belonging to the Provider.
  • When the Provider supplies personal data to the Customer, the Customer shall ensure that such personal data is used solely for purposes authorised by the Provider and in accordance with this agreement.
  • Both the Provider and the Customer shall comply with all applicable laws, policies, and procedures regarding the protection, storage, handling, privacy, processing, retention, and destruction of personal data.
  • The Customer shall take reasonable steps to identify all foreseeable internal and external risks to data under its possession or control and establish and maintain appropriate safeguards against any identified risks. The Customer shall regularly verify and continuously update these safeguards in response to new risks or deficiencies in previously implemented measures.
  • The Customer shall not transfer any Personal Data to any third party without written authorization from the Provider.
  • Failure by the Customer to comply with these provisions will be considered a material breach of this Agreement. The Provider may terminate the Agreement immediately upon written notice to the Customer, without further liability or obligation to the Provider. Refer to Point 6, Term and Termination.

4.2        Prohibited DataCustomer will not (and will not allow anyone else to) submit Prohibited Data to the Provider unless authorised by the Provider in writing.

5.             Payment & Taxes

5.1        Fees.  Unless otherwise specified, all Fees are in ZAR, South African Rands and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

5.2        Invoicing.  For a Payment Process with invoicing, Customer can access all invoices in the Customer Portal. All usage-based fees are due in advance..

5.3        Automatic Payment.  For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorises all such charges. In this case, Provider will make a copy of Customer’s bills or transaction history available to Customer.

5.4        TaxesCustomer is responsible for all taxes that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemises and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.

5.5        PaymentCustomer will pay Provider Fees in ZAR (South AFrican Rands), unless otherwise specified a different currency, according to the Payment Process.

5.6        Payment Dispute.  If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

6.             Term & Termination

6.1        Subscription Period.  This Agreement will start on the Subscription Start Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

6.2        Agreement Term.  This Agreement will start on Subscription Start Date and continue for the longer of 5 (five) years or until all Subscription Periods have ended. Should the Agreement not be terminated at the end of the initial period, the Agreement shall continue for an indefinite period.

6.3        Termination.  Either party may terminate the Agreement immediately:

(a)    if the other party fails to cure a material breach of the Agreement following 30 days notice;

(b)    upon notice if the other party (i) materially breaches the Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

6.4        Force Majeure.  Either party may terminate the Agreement upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.

6.5        Effect of Termination.  Termination of the Agreement will automatically terminate all Agreements. Upon any expiration or termination:

(a)    Customer will no longer have any right to use the Product.

(b)    Upon Customer’s request, Provider will delete Customer Content within 60 days.

(c)    Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.

(d)    Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 5 (Payment & Taxes).

6.6        Survival.

(a)    The following sections will survive expiration or termination of the Agreement: Section 1 (Definitions), Section 2.3 (Feedback and Usage Data), Section 2.5 (Machine Learning), Section 3.1 (Restrictions on Customer), Section 5 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 6.5 (Effect of Termination), Section 6.6 (Survival), Section 7 (Representations & Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Reservation of Rights), and Section 13 (General Terms)..

(b)    Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy & Security) and Section 11 (Confidentiality) will continue to apply to retained Confidential Information.

7.             Representations & Warranties

7.1        Mutual.  Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organised, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

7.2        From CustomerCustomer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement. Where Provider is required by any law, to investigate a matter, it will cooperate with such an investigation so far as it is related to the Customer. Customer acknowledges and understands that should it conduct business operations in the Republic of South Africa, Customer is expected to know its obligations under the Prevention and Combating Corrupt Activities Act and/or any other applicable law. Customer agrees to comply with Providers Anti Bribery and Corruption Policy.

7.3        From ProviderProvider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

7.4        Provider Warranty Remedy.  If Provider breaches the warranty in Section 7.3 (Representations & Warranties from Provider), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Agreement and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider’s restoration obligation, and Customer’s termination right, are Customer’s only remedies if Provider does not meet the warranty in Section 7.3 (Representations & Warranties from Provider).

8.             Disclaimer of Warranties

8.1        Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7 (Representations & Warranties) do not apply to any misuse or unauthorised modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 7 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

9.             Limitation of Liability

9.1        Liability Caps

Without prejudice to any rights of the Provider at law or in terms of this Agreement, the Client agrees to indemnify the Provider against any loss arising from this Agreement due to the gross negligence of the Client but subject to the Client’s liability not under any circumstances exceeding an amount equal to the General Cap Amount.

9.2        Damages WaiverExcept as provided in Section 9.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

9.3        ApplicabilityThe limitations and waivers contained in Sections 9.1 (Liability Caps) and 9.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

9.4        Exceptions.  Nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.

10.          Indemnification

10.1      Protection by ProviderProvider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claims.

10.2      Protection by CustomerCustomer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims.

10.3      Procedure.  The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defence and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

10.4      Changes to Product.  If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the  Agreement and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

10.5      Exclusions

(a)    Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorised by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorised use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim.

(b)    Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorised use of the Customer Content, including use in violation of this Agreement.

10.6      Exclusive Remedy.  This Section 10 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.

11.          Confidentiality

11.1      Non-Use and Non-Disclosure.  Except as otherwise authorised in the Agreement or as needed to fulfil its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

11.2      Exclusions.  Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorised to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.

11.3      Required Disclosures.  Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.

11.4      Permitted Disclosures.  Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 11 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 11 (Confidentiality).

12.          Reservation of Rights

12.1      Except for the limited licence to use Software and Documentation in Section 2.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Subscription Start Date. Except for the limited rights in Section 2.4 (Customer Content) and 2.5 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.

13.          General Terms

13.1      Entire Agreement.  This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorised Provider representative, regardless of what such terms may say.

13.2      Modifications, Severability, and Waiver.  Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

13.3      Governing Law and Chosen Courts.  This Agreement shall be interpreted and governed in all respects by the laws of the Republic of South Africa. The parties hereby consent and submit to the non-exclusive jurisdiction of the Magistrate’s Court of the Republic of South Africa for the purpose of all or any legal proceedings arising from or concerning this Agreement, notwithstanding that the amount claimed or value of the dispute might be in excess of the Magistrate’s Court Jurisdiction.

13.4      Injunctive Relief.  Despite Section 13.3 (Governing Law and Chosen Courts), a breach of Section 11 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 11 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

13.5      Non-Exhaustive Remedies.  Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

13.6      Assignment.  Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganisation, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13.7      Beta Products.  If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 7.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider’s discretion with or without notice.

13.8      Logo RightsProvider may identify Customer and use Customer’s name and logo in marketing to identify Customer as a user of Provider’s products and services.

13.9      Notices.  Any notice, request, or approval about the Agreement must be in writing. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

13.10    Independent Contractors.  The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorised to bind the other to any liability or obligation.

13.11    No Third-Party Beneficiary.  There are no third-party beneficiaries of this Agreement.

13.12    Force Majeure.  Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.

13.13    Anti-Bribery.  Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business.

13.14    Titles and Interpretation.  Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

13.15    Signature.  This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.