HeyDay - Terms

PLEASE READ THESE TERMS OF USE CAREFULLY, PRIOR TO MARKING THE "I ACCEPT THESE TERMS AND CONDITIONS" BOX (OR ANY OTHER SIMILAR WORDING).

These Terms of Use (the “Terms”) are entered into by Heyday Search Limited (the “Company”) and you (the “User”). The Terms contain the complete terms and conditions that at all times govern the User’s use of the website www.heyday.io (the “Site”), the Search Solution (as defined in Section 1.1), Documentation (as defined in Section 1.5) and Data (as defined in Section 6.2). Each of the Company and the User may be referred to as a “Party”, and together as the “Parties”. When the User marks the "I accept these Terms and Conditions" box (or any other similar wording) (the “Effective Date”), the User agrees to be bound by the Terms in its entirety and without reservation. If you are entering into the Terms on behalf of a legal entity, you represent to the Company that you have the authority to bind such entity to the Terms and, in such event, “User” as used in the Terms shall refer to such entity. IF YOU ARE ENTERING THE TERMS ON YOUR OWN BEHALF (AS AN INDIVIDUAL) OR IF YOU ARE ENTERING THE TERMS ON BEHALF OF A LEGAL ENTITY, AND YOU OR SUCH ENTITY (AS APPLICABLE), DO NOT AGREE WITH ANY OF THE PROVISIONS IN THE TERMS, YOU MUST NOT MARK THE "I ACCEPT THESE TERMS AND CONDITIONS" BOX (OR ANY OTHER SIMILAR WORDING), AND YOU MUST NOT USE THE SEARCH SOLUTION, DOCUMENTATION AND DATA. YOU MUST NOT ENTER THE TERMS IF YOU ARE UNDER THE AGE OF 18. To the extent permitted under applicable laws, the User hereby waives any applicable rights to require or receive an original (non-electronic) signature or delivery of non-electronic records of these Terms. The User should also read the Privacy Policy carefully. It sets out how the Company collects and uses the User’s personal information.

DESCRIPTION OF THE SEARCH SOLUTION AND THE SITE, ACCESS AND INSTALLATION OF THE SEARCH SOLUTION
1. The Company is the owner of a search tool, which can be integrated into a website in order to provide a search function to end users of such website (the “Search Solution”).
2. Following the User’s registration of an account with the Company through the Site (the “Account”), the Company shall either, make available to the User through the Site or provide to the User, the Search Solution.
3. The User shall only integrate the Search Solution with the websites which the User operates or owns and on the websites or which the User has the right to integrate the Search Solution (collectively and individually the “User Website(s)”).
4. The User shall be responsible for integrating and maintaining the Search Solution with the User Website(s).
5. The User shall integrate and maintain the Search Solution and the Data strictly in accordance with the Company’s instructions and any guides and manuals delivered to the User or made available to the User on the Site (collectively and individually the “Documentation”).
6. The User agrees, that it shall immediately remove the Search Solution from any User Website(s), if requested by the Company. In the event that the User does not comply with the foregoing, without derogating from the Company's other rights or remedies, the Company may disable the Search Solution or terminate the Terms on written notice to the User. In the event the Company disables the Search Solution, it will disable the Account as well and the User must cease to use the Account, Site, Search Solution, Documentation and Data.
7. The Site is intended to provide the User with information about the Company and its products, to enable the User to purchase, use and maintain the Search Solution in accordance with the Terms.
ACCOUNT INFORMATION
1. The User must safeguard and not disclose its Account username and password and the User must supervise the use of the Account.
2. All details provided by the User to the Company either during the registration process or at any time thereafter, must be true and accurate and the User agrees to keep its Account information up to date.
3. In addition, the User agrees that it is solely and fully responsible for maintaining the confidentiality of the Account usernames and passwords and for all activities that occur under the Account. The User must notify the Company immediately of any unauthorized use of the Account or any other breach of security by sending an email to support@heydayservice.io.
GRANT OF LICENSE
Subject to the User's compliance with the Terms, from the Effective Date and for the remainder of the duration of the Terms, the Company grants the User a non-exclusive, limited, non-transferable, non-assignable, non- sublicensable, revocable license to use the Search Solution, Documentation and Data solely in order to provide a search function for end users of the User Website(s).
RESTRICTIONS
1. Except for the license explicitly granted in Section 3 , the User shall have no other right, express or implied, in the Search Solution, Documentation and Data, and the User shall not (nor attempt to) nor shall the User allow any third party to (or attempt to):
  1. copy the Site, Search Solution, Documentation or Data;
  2. sell, resell, lease, sublicense or distribute the Site, Search Solution, Documentation or Data to any third party;
  3. reverse engineer or attempt to find the underlying code or script of the Search Solution or the Site;
  4. circumvent, disable or otherwise interfere with security-related features of the Search Solution or the Site or any features that prevent or restrict use or copying of any content or that enforce limitations on the use of the Site or Search Solution;
  5. present or share the data or information received through the Site, Search Solution, Documentation or Data;
  6. modify, revise, create derivative works of, or decompile the Site, Search Solution, Documentation or Data;
  7. represent that it possesses any proprietary interest in the Site, Search Solution, Documentation or Data;
  8. take any action that imposes or which the Company determines, in its sole discretion, may impose an unreasonable or disproportionately large load on the Company’s infrastructure or the infrastructure which supports the Site or Search Solution;
  9. interfere or attempt to interfere with the integrity or proper working of the Site or Search Solution, or either of their related activities;
  10. use any robot, spider, scraper, or other automated means to access or monitor the Site or the Search Solution for any purpose, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Site or Search Solution;
  11. use the Search Solution, Documentation or Data to provide services to a third party, including without limitation on a service bureau basis, to provide managed services, or through a timeshare arrangement;
  12. use the Site, Search Solution, Documentation or Data to develop, offer, operate, support or enable any competing service or product;
  13. directly, or indirectly take any action to contest the Company’s Intellectual Property Rights or infringe them in any way;
  14. remove, deface, obscure, or alter the Company’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Site, Search Solution, Documentation or Data; or
  15. use the Site, Search Solution, Documentation or Data in breach of these Terms, any terms and conditions of any third-party product or service the User uses, or any agreement which the User has entered into with any third party. For the purposes of the Terms "Intellectual Property Rights" shall mean, without limitation, all intellectual property rights, whether or not patentable, including without limitation, rights in algorithms, binary code, brands, business methods, business plans, computer programs, computer software, concepts, confidential information, databases, developments, firmware, composition of matter or materials, certification marks, collective marks, copyright, customer lists, data, designs (whether registered or unregistered), derivative works, discoveries, distributor lists, documents, domain names, file layouts, formulae, goodwill, ideas, improvements, industrial designs, information, innovations, inventions, integrated circuits, know-how, logos, manufacturing information, mask works, materials, methods, moral rights, object code, original works of authorship, patents, patent applications, patent rights, including but not limited to any and all continuations, divisions, reissues, re-examinations or extensions, plans, processes, proprietary technology, reputation, research data, research results, research records, semiconductor chips, service marks, software, source code, specifications, statistical models, supplier lists, systems, techniques, technology, trade secrets, trademarks, trade dress, trade names, trade styles, technical information, utility models, and any rights analogous to the foregoing.
2. The Search Solution must not be used on any website that contains:
  1. sexually explicit, pornographic or obscene content (whether in text or graphics);
  2. speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
  3. graphic violence; or
  4. any unlawful behavior or conduct.
3. The User agrees that the phrase “powered by Heyday io” or such other designation as determined by the Company, shall be visible to end users of the User Website(s) below or near the search function that the Search Solution displays. The User shall not and shall not allow any third party to obscure, delete or modify such phrase or designation.
4. The Company may disable the User's use of the Search Solution and the Account at any time and for any reason. In such event, the User must cease to use the Account, Site, Search Solution Documentation and Data.
AMENDMENTS
1. The Company reserves the right to amend the Terms from time to time and the Company will notify the User of any such amendment by publishing the new version of the Terms on https://heyday.io/terms or sending the User a notice of the amendment to the email address which has been provided with respect to the Account. Any modified version of the Terms will take effect seven (7) days after publication or seven (7) days after the email notice has been sent (as applicable). The User’s continued use of the Search Solution after such seven (7) day period, will be deemed to constitute the User’s acceptance of the changes to the Terms. If the User does not agree to any such amendment, the User’s sole and exclusive remedy will be to terminate the Terms in accordance with the provisions in the Terms. It is the User’s responsibility to ensure that it is aware of the correct and current Terms and the Company advises the User to check for updates on a regular basis.
2. The Company may modify or discontinue any feature, functionality or any other tool, with respect to the Search Solution or the Site, at the Company’s discretion.
3. The User acknowledges that its use of the Search Solution is not contingent on the delivery by the Company of any future release of any functionality or feature of the Search Solution or the Data.
INTELLECTUAL PROPERTY RIGHTS AND FEEDBACK
1. The Company does not and shall not be deemed to have sold or transferred title in the Site, Search Solution Documentation and Data to the User.
2. The Site, Search Solution, Documentation and any data and statistics provided by the Company to the User or generated by the Search Solution (collectively and individually, the "Data") shall remain the Company’s property.
3. All Intellectual Property Rights evidenced by or embodied in or related to the Search Solution and to any customizations, bespoke development, enhancements or derivatives thereof, or connected to or arising out of the services or products provided by the Company to the User which includes without limitation the Site, Search Solution, Documentation and Data, are and shall be owned solely by the Company. The Company reserves all rights not expressly granted hereunder and nothing in the Terms constitutes a waiver of the Company’s Intellectual Property Rights under any law.
4. All Intellectual Property Rights in and to all content published on the Site (including, without limitation, all copyright, trademarks, software, designs, graphics, layout, look and feel, information, structure, database rights, design rights, patents, domain names, and all other materials and content of whatever nature) (collectively and individually, the “Content”) is the Company’s property or is licensed to the Company. The User may use the Content solely with respect to the User’s use of the Search Solution.
5. To the extent the User provides to the Company any ideas, feedback, data, or suggestions regarding the products or services offered by the Company which includes without limitation to the Search Solution, Documentation, Site or Data (collectively and individually, the “Feedback”), all such Feedback shall be owned exclusively by the Company and the User hereby assigns and agrees to assign to the Company all right, title and interest in and to such Feedback and all Intellectual Property Rights therein.
6. The Company may issue a press release disclosing that User is using the Search Solution. Furthermore, the User agrees that the Company may use the User’s name and logo as well as the User Website(s) domain names in its customer lists, financial reports advertising and marketing materials which includes without limitation displaying such on the Site. The User shall not without the prior written consent of the Company issue any press releases regarding the Search Solution nor use the Company’s name and logo in its advertising and marketing materials.
FEES
1. From the Effective Date, the User shall pay the Company the fees detailed on the page https://heyday.io/pricing.html (the “Fees”). The page https://heyday.io/pricing.html shall form an integral part of the Terms.
2. The Fees may be invoiced by the Company to the User monthly in arrears and the User shall pay the Fees within 14 days of the invoice date.
3. All payments shall be made in accordance with the instructions of the Company.
4. All amounts payable to the Company by the User under the Terms are exclusive of all taxes (including without limitation VAT), levies or similar governmental charges, however designated, and will be paid by the User. Without limiting the foregoing, if any such taxes are imposed upon and paid by the Company, the User shall reimburse the Company within seven days of the date of an invoice from the Company for such amount. In the event that the User is required to withhold or deduct taxes or other government charges under any applicable laws or regulations, the User shall increase the amount payable so that the Company receives an amount that would have been otherwise payable under the Terms without such deduction or withholding of any taxes or other government charges.
5. Any amount that has not been paid by the User to the Company in accordance with the terms of the Terms will be subject to a late charge of 1.5% per month, until paid in full.
6. The User acknowledges and accepts that the Company's calculation of the amount of Fees owed to the Company shall be the sole and authoritative measurement and shall not be open to review or appeal.
7. To ensure accurate tracking of the Fees, the User is responsible for ensuring that the Search Solution is properly integrated with the User Website(s).
8. All payments made by the User to the Company are non-refundable.
CONFIDENTIALITY
The User may have access to certain non-public, proprietary, confidential information or trade secret of the Company, whether furnished before or after the Effective Date regardless of the manner it has been furnished (“Confidential Information”). The User agrees to: (i) keep the Confidential Information confidential (using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care); and (ii) not use any Confidential Information except solely with respect to its use of the Search Solution.
USER’S WARRANTIES AND REPRESENTATIONS
1. The User warrants and represents to the Company that:
  1. if the User is entering the terms as an individual on its own behalf, the User is at least 18 years of age.
  2. the User shall comply with all applicable laws and regulations.
  3. the User’s use of the Site, Search Solution, Documentation and Data shall comply with all applicable laws and regulations.
  4. the User’s use of the Site, Search Solution, Documentation and Data does not and shall not infringe, violate or misappropriate any Intellectual Property Rights, rights of privacy, rights of publicity or any other rights of any third party.
  5. the User has not had a previous agreement with the Company (which includes without limitation any agreement to use or install the Search Solution) which has been terminated for the User's breach or for the User's fraud.
  6. the User shall not access or attempt to access the administrative interface of the Site or the Search Solution by any means of other than through the interface provided by the Company in connection with the Site and Search Solution (as applicable).
  7. it is the User's responsibility to protect the privacy of the end users of the User Website(s) and provide the end users of the User Website(s) with a Privacy Policy which complies with applicable laws and regulations.
  8. the User shall not engage in or attempt to engage in any Fraud (as defined in Section 10)
  9. the User shall immediately and strictly comply with the Company’s instructions, guidance and Documentation
  10. the User Website(s) shall comply with all applicable laws and regulations
  11. the User Website(s) shall not infringe, violate or misappropriate any Intellectual Property Rights, rights of privacy, rights of publicity or any other rights of any third party.
FRAUD
1. The User shall not (nor attempt to) nor shall the User allow any third party to (or attempt to), take any fraudulent act with respect to the Search Solution, which includes without limitation interfering with the Company’s systems which enable the Company to count the number of searches made on the Search Solution or the number of pages on which the Search Function is displayed or concealing or fraudulently reducing the number of searches made on the Search Function or the number of pages on which the Search Function is displayed (collectively and individually “Fraud”). The User agrees to provide the Company with all information which the Company requests and fully co-operate in good faith with any investigation by the Company in relation to Fraud.
2. Nothing in this Section 10 shall derogate from the Company’s other rights or remedies.
SUSPENSION AND DISABLEMENT
1. If the Company believes, acting reasonably, that:
  1. the User is using or has used the Site, Search Solution, Documentation or Data in a manner that may cause harm to the Company or any third party,
  2. the User is using or has used the Site, Documentation, Data or the Search Solution in a manner which is in breach of these Terms; or
  3. any Fraud has occurred or is likely to occur,
2. Nothing in this Section 11 shall derogate from the Company’s other rights or remedies.
AUDIT
1. During the duration of the Terms and six months thereafter, if the Company believes, acting reasonably, that:
  1. the User is using or has used the Site, Search Solution, Documentation or Data in a manner which breaches the Terms;
  2. any Fraud has occurred or is likely to occur; or
  3. the User has underpaid the Fees
2. In the event that any such audit reveals an underpayment of the Fees, the User shall promptly pay the Company the amount of the underpaid Fees to the Company.
3. In the event that any such audit reveals an underpayment of the Fees by the User of 5% or more the User shall promptly reimburse the Company for the cost of such audit.
4. In the event that any such audit reveals that the User is using or has used the Site, Search Solution, Documentation or Data in a manner which breaches the Terms or that Fraud has occurred or is likely to occur the User shall immediately take all steps requested by the Company to remedy such breach or Fraud and the User shall promptly reimburse the Company for the cost of such audit.
5. Nothing in this Section 12 shall derogate from the Company’s other rights or remedies.
EXPORT CONTROLS AND SANCTIONS
1. The Search Solution may be subject to Israeli, U.S. or foreign export controls, laws and regulations (collectively and individually the “Export Controls”), and the User acknowledges and confirms that:
  1. The User is not located or no shall the User use, export, re-export or import the Search Solution (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls;
  2. The User is not:
    1. organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine);
    2. identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or
    3. otherwise the target of U.S. sanctions.
2. The User is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Search Solution.
DISCLAIMER
THE SITE, SEARCH SOLUTION, DOCUMENTATION, DATA AND ANY PRODUCTS, SERVICES AND INFORMATION PROVIDED BY THE COMPANY UNDER THE TERMS ARE PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE COMPANY AND ITS AFFILIATES, SERVICE PROVIDERS AND SUB CONTRACTORS DISCLAIM THAT THE SITE, SEARCH SOLUTION, DOCUMENTATION, DATA, PRODUCTS OR ANY SERVICES AS WELL AS ANY INFORMATION, WILL BE DELIVERED, FUNCTION OR PERFORM ERROR-FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES, SERVICE PROVIDERS AND SUB CONTRACTORS DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT WITH RESPECT TO THE SITE, SEARCH SOLUTION, DOCUMENTATION, DATA AND PRODUCTS ANY SERVICES AND INFORMATION PROVIDED BY THE COMPANY UNDER THE TERMS.
LIMITATION OF LIABILITY
1. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW:
  1. THE COMPANY SHALL NOT BE LIABLE FOR ANY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL. PUNITIVE OR SPECIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY THE USER OR ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR ANTICIPATED SAVINGS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER THE COMPANY IS ADVISED OR SHOUL HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSSES AND DAMAGES; AND
  2. THE COMPANY’S LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEES THAT THE USER HAS PAID DURING THE SIX (6) MONTH PERIOD PRECEDING SUCH LIABILITY ARISING.
2. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY THE USER AFTER THE EARLIER OF:
  1. SIX (6) MONTHS AFTER THE DATE ON WHICH THE USER BECOMES AWARE THAT A CAUSE OF ACTION HAS ARISEN; AND
  2. THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
INDEMNIFICATION
1. The User shall defend, indemnify, and hold the Company, its affiliates and each of their respective shareholders, officers, directors, employees, affiliates, sub-contractors, service providers, agents, successors and assigns (collectively and individually the Indemnified Parties) from any claim or action brought against the Company or the Indemnified Parties based on or arising from:
  1. any Fraud or attempted Fraud;
  2. any breach of the Terms by the User;
  3. the User Website(s);
  4. any claim related to the User’s entitlement to use the Search Solution on the User Website(s) or the User's entitlement to use the Documentation or Data; or
  5. any act or omission of the User or any third party acting on the User’s behalf.
TERM AND TERMINATION
1. The duration of the Terms shall commence on the Effective Date and shall continue until terminated by a Party in accordance with the Terms.
2. A Party may terminate the Terms for convenience by providing to the other Party, thirty (30) days’ prior written notice.
3. The Company may terminate the Terms upon written notice to the User, if the User breaches the Terms or for Fraud.
4. The Company may terminate the Terms upon written notice to the User, if from the Effective Date the User not paid the Fees for any month, as the usage of the Search Solution has not reached any Fees payment threshold.
5. For a notice of termination of the Terms to be effective: (i) if the notice of termination is sent by the Company, it shall be sent by email to the User’s email address which has been provided with respect to the Account and shall be deemed as delivered to the User when sent by the Company; or (ii) if the notice of termination is sent by the User it shall be sent by email to support@heydayservice.io and shall be deemed as delivered to the Company when such email is received to such email address.
6. Upon termination of the Terms for any reason:
  1. User's right to use to the Search Solution, Site, Documentation and Data shall expire and the User shall cease all use of the Account, Search Solution, Site, Documentation and Data;
  2. all outstanding Fees as well as the Fees for the month in which the effective date of termination of the Terms falls shall become due and payable by the effective date of termination;
  3. the Account shall terminate;
  4. the User shall immediately return to the Company the Confidential Information, Data and any other information in tangible form obtained in connection with the Search Solution;
  5. the User shall immediately return to Company or erase or otherwise destroy all copies of the Search Solution and Documentation in the User’s possession, including without limitation such that are fixed or resident in the memory or hard disks of User’s computers; and
  6. at the Company’s request, the User shall certify in writing to the Company that all copies and partial copies of the Search Solution and Documentation have been either returned to the Company or otherwise erased or destroyed and deleted from any computer, libraries or storage devices.
7. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of the Terms in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, Sections 4.1, 6, 7.3, 7.4, 7.5, 7.6, 7.8, 8, 12, 14, 15, 16, 17.6, 17.7, 18, 19, 21 and 22 hereof shall survive termination of this Agreement.
EQUITABLE RELIEF
Without affecting any other rights and remedies that the Company may have, the User acknowledges and agrees that in the event of a breach or threatened breach of the Terms by the User, that damages would not be an adequate remedy and that the Company shall be entitled to remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the Terms and that no proof of special damages shall be necessary for the enforcement of the Terms.
REASONABLE ALLOCATION OF RISKS
The User hereby acknowledges and agrees that the limitations of liability and disclaimers contained in these Terms are agreed upon by the Parties and such limitations and allocation of risks to be commercially reasonable and suitable for the engagement hereunder, and the Parties have relied on these limitations and risk allocation in determining whether to enter these Terms.
THIRD PARTY WEBSITES
1. The Site may contain links to third party websites that are not owned or controlled by the Company (the “Links”). The User acknowledges and agrees that the Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of, any third party websites.
2. The User is solely responsible and liable for its use of and linking to third party websites and any content that the User may send or post to a third-party website.
3. The User expressly releases the Company and its affiliates from any and all liability arising from the User’s use of any third party website. Accordingly, the Company encourages the User to read the terms and conditions and privacy policy of each third party website that it may choose to visit.
GOVERNING LAW AND JURISDICTION
1. The Terms and the relationship between the Parties shall be governed by the laws of Israel, without regard to the conflict of laws provisions thereof.
2. The courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Terms, the subject matter of the Terms, the relationship between the Parties with respect to the subject matter of the terms and any matter arising therefrom.
3. The Parties mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.
ADDITIONAL TERMS
1. The Terms sets forth the entire understanding between the Parties with respect to the subject matter herein and any arrangements, representations, letters or understandings that existed prior to the Effective Date, insofar as not specifically expressed in the Terms shall be ineffective.
2. If any Section of the Terms is determined to be void or unenforceable by a court of competent jurisdiction, such Section shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of the Terms shall not be affected.
3. The User shall not transfer, sub-contract, sublicense or assign any of its rights or obligations under the Terms. Any transfer, sub-contracting, sub-licensing or assignment in violation of the foregoing shall be null and void. The Company may transfer, sub-contract, sublicense or assign its rights or obligations under the Terms to an affiliate, to a purchaser of all or substantially all of the Company’s assets or share capital, or to any successor.
4. The Parties are independent contractors and nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship. The User does not have the power or authority to bind the Company in any manner whatsoever.
5. The failure by the Company to exercise any right hereunder shall not operate as a waiver of the Company’s right to exercise such right or any other right in the future. In addition, no waiver, forbearance, indulgence or consent by the Company to deviate from the provisions of the Terms shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event.
6. Other than the Company's affiliates, a person or entity who is not a Party to the Terms shall have no right to enforce any of its terms.
7. The headings in the Terms and division of its terms into paragraphs are for convenience of reference only. Headings and the placement of individual terms within Sections are not to affect the interpretation of the Terms. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. In the Terms, if the context so requires, references to the singular shall include the plural and vice versa.

Last updated: August 03, 2023.