The Customer will defend, indemnify and hold ALL X, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Claims and Losses (including legal costs) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of, any:
The Customer will not access, store, distribute or transmit:
The Customer must not do (nor attempt to do) any of the following:
The Customer acknowledges and agrees that:
This agreement will not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
We may increase our Subscription Fees for the provision of ALL X Momentum Platform and the Services at any time upon 30 days’ written notice to the Customer. If the Customer does not agree to the Subscription Fee increase, you may terminate the agreement no later than 30 days after you has received notice of the new Subscription Fee. If we do not receive the written notice within 30 days, you will have deemed to have accepted the new Subscription Fee.
The Customer warrants that, in relation to any Personal Information comprising Customer Data:
Except in relation to Non-excludable Obligations:
Except as expressly and specifically provided in this agreement:
The Customer warrants, acknowledges and agrees that:
Upon termination of this agreement for any reason:
Clauses 3.2, 4.3, 6, 7.2, 8, 9, 10, 11, 12, 15, 16, 17, 18, 19 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.
ALL X will have no liability to the Customer, any Authorised User or anyone else if ALL X is prevented from or delayed in performing its obligations under this agreement, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, natural disaster, epidemic, pandemic, mandatory government shut-downs or lock-downs, sabotage, war, riot, civil commotion, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, default of hosting or data centre providers or other suppliers or sub-contractors, or shortage of suppliers, equipment or materials (Force Majeure Event).
A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Nothing in this agreement is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement, ALL X may assign, sell or transfer its rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of ALL X’s business.
To the extent of any inconsistency between the terms and conditions of this agreement and any other agreement between ALL X and the Customer, the terms and conditions of this agreement will prevail. Further, no terms or conditions set out in any customer agreement, invoice or purchase order (or similar), issued by the customer, will override this agreement.
The laws of the State of Wyoming, United States govern this agreement. The Customer agrees to submit to the exclusive jurisdiction of the Courts of Wyoming, United States and agree that any legal action will only be commenced in this forum.
The definitions in this clause apply in this agreement.
In this agreement: