Last Updated: October 15, 2024
Please read these Terms of Service (these “Terms”) carefully. These Terms govern Temelio’s provision of software and services, and Customer’s (as defined below) use thereof, as set forth in an Order Form (as defined below) executed between Temelio Inc. (“Temelio” or “we”) and Customer. Together, these Terms and any Order Form(s) constitute the “Agreement.” The Agreement is effective as of the Order Form Effective Date (as defined and set forth in the initial Order Form). Capitalized terms used but not defined herein shall have the meanings given to them in the Order Form.
By executing an Order Form that incorporates these Terms by reference and/or otherwise using the Services, the individual or entity obtaining the right to access such Services (“Customer” or “you”, and together with Temelio, the “Parties”) is agreeing to be bound by and is a party to this Agreement. If the individual signing the Order Form for Customer is signing on behalf of a company or other legal entity, such individual represents that he or she has the authority to bind that company or other legal entity. If you do not agree to be bound by these Terms, you may not access or use the Services.
You may not access the Services if you are a direct competitor of Temelio, except with Temelio‘s prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Updates. We may update the Terms from time to time, at our sole discretion. If we do, we will let you know by posting the updated Terms on our website and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes.
Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
Subject to Customer’s compliance with these Terms, Customer’s compliance with Temelio’s third-party service provider user license agreements, and Customer’s payment of the fees set forth in the Order Form (“Fees”), Temelio will provide Customer with access to the Temelio Solution via a web browser. On or as soon as reasonably practicable after the commencement date set forth in the applicable Order Form (the “Commencement Date”), Temelio will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Temelio Solution in accordance with the Access Protocols; provided that nothing herein will be construed to require Temelio to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Temelio Solution from the Internet.
Subject to the terms and conditions of this Agreement, Temelio will exercise commercially reasonable efforts to (a) provide support for the use of the Temelio Solution to Customer, and (b) keep the Temelio Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures.
Subject to the terms and conditions of this Agreement, Temelio grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Temelio Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Temelio Solution. Customer may permit any Authorized Users to access and use the features and functions of the Temelio Solution as contemplated by this Agreement; provided Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the Temelio Solution.
Except as otherwise explicitly permitted herein, Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Temelio Solution, Licensed Material or Documentation, except as expressly permitted herein; (b) modify, adapt, alter or translate the Temelio Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Temelio Solution or Documentation for the benefit of any unauthorized third party; (d) copy, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Temelio Solution; (e) interfere in any manner with the operation of the Temelio Solution or the hardware and network used to operate the Temelio Solution; (f) modify, copy or make derivative works based on any part of the Temelio Solution or Documentation; (g) access or use the Temelio Solution to build a similar or competitive product or service; (h) attempt to access the Temelio Solution through any unapproved interface; or (i) otherwise use the Temelio Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3 (License Grant) or in a manner inconsistent with applicable law (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Temelio or its licensors on the Licensed Material or any copies thereof.
The Temelio Solution, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Temelio. All rights in and to the Temelio Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Temelio. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Temelio Solution, Documentation, or any part thereof.
Subject to the terms and conditions of this Agreement, Temelio grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer’s internal business purposes.
Customer hereby grants to Temelio a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Temelio will not identify Customer as the source of any such feedback.
In consideration for the access rights granted to Customer and the Services performed by Temelio under this Agreement, Customer will pay to Temelio the Fees. Except as otherwise provided in the Order Form, all Fees are billed annually and due and payable within thirty (30) days of the date of the invoice. Temelio will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided Temelio has furnished such documentation for authorized expenses as Customer may reasonably request. Temelio reserves the right (in addition to any other rights or remedies Temelio may have) to discontinue the Temelio Solution and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. Except as provided in an Order Form, fees are not refundable.
From time to time Temelio may use certain third parties to provide payment services (e.g., card acceptance, merchant settlement and related services) (“Payment Processors”). By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by Temelio, and hereby consents and authorizes Temelio to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer’s transactions hereunder.
The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Temelio’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Temelio Solution to Customer. Customer will make all payments of Fees to Temelio free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Temelio will be Customer’s sole responsibility, and Customer will provide Temelio with official receipts issued by the appropriate taxing authority, or such other evidence as the Temelio may reasonably request, to establish that such taxes have been paid.
Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for Temelio to collect, access, use, and otherwise Process the Customer Content to provide the Services. Without limiting the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitations its customers, all necessary rights and consents for Temelio to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). Customer grants Temelio a non-exclusive, worldwide, royalty-free, perpetual and fully paid license (a) to use the Customer Content as necessary for purposes of providing and improving the Services during the Term, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, or in promotional materials marketing websites and the like during the Term, provided, however, Customer may revoke such license and/or permissions, either broadly or any particular instance, by written notice to Company and (c) create Aggregated Data, Derived Data and Usage Data (collectively, the “Service Data”) Temelio will be the sole owner of all such Service Data and will have the right to use such Service Data for any lawful business purpose. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Temelio in this Agreement are reserved by Customer.
Temelio may use third-party service providers for certain platform features. Additionally, certain aspects of the Services are provided with or otherwise compatible with certain services owned or controlled by third parties. Customer’s use of such third-party services will be governed by and subject to such third-party service providers’ terms of service and end user license agreements. When using the Services, Customer agrees to these third parties’ terms of service and end user license agreements, as applicable. You are solely responsible and liable for your use of any third-party services in connection with your use of the Services.
Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Temelio’s system or data; and (e) otherwise violate the rights of a third party. Temelio is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the Temelio Solution contrary to or in violation of the representations and warranties of Customer in this Section 5.2 Customer Warranty) constitutes unauthorized and improper use of the Temelio Solution.
Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the Temelio Solution. Customer will have the ability to export its own Customer Content out of the Temelio Solution and is encouraged to make its own back-ups of the Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.
Customer acknowledges that it, and not Temelio, is responsible for operating Customer’s own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services. The Temelio Solution is not intended to be used as advice as to whether to engage in any particular transaction.
Where the parties have agreed to Temelio’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work (“SOW”). The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement.
During the Term, Temelio will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Personal Data (“Data Safeguards”). During the Term, Temelio will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.
Temelio performs daily backups of Customer Content to Temelio’s current cloud service provider, and each such backup is stored for a period of 14 days. While Temelio employs commercially reasonable efforts to ensure the regularity and security of such backups, it assumes no obligation or liability for any loss, alteration, destruction, damage, corruption or recovery of Customer Content. Customer remains solely responsible to maintain independent copies of any Customer Content.
Without limiting Customer’s obligations under Sections 2 (Provision of Services), and 2.1 (Intellectual Property), each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by this Agreement and, as applicable, Temelio’s Privacy Policy, as in effect from time to time.
To the extent that Temelio or Customer reasonably determine that Applicable Data Protection Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES RESIDES WITH CUSTOMER. TEMELIO EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. TEMELIO DOES NOT WARRANT THAT OPERATION OF THE TEMELIO SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.
EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
OTHER THAN CLAIMS ARISING UNDER SECTION 10 AND SECTION 11, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO TEMELIO DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL TEMELIO’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
“Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms of Service and the use of the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Temelio.
The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Temelio). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
The confidentiality obligations set forth in Section 10.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
Temelio will defend at its expense any suit brought against Customer, and will pay any settlement Temelio makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Customer’s use of the Temelio Solution infringes such third party’s Intellectual Property Rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Temelio Solution becomes, or in the opinion of Temelio is likely to become, the subject of a claim of infringement, Temelio may, at the option of Temelio: (a) procure for Customer the right to continue using the Temelio Solution; (b) replace the Temelio Solution with non-infringing software or services which do not materially impair the functionality of the Temelio Solution; (c) modify the Temelio Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Temelio Solution and Documentation. Notwithstanding the foregoing, Temelio will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Temelio Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Temelio Solution in combination with other products, equipment, software or data not supplied by Temelio; (iii) any modification of the Temelio Solution by any person other than Temelio or its authorized agents; (iv) any Customer Content; (v) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Temelio; or (vi) Customer’s continued use of a prior version of the Services that has been superseded by a non-infringing version subsequently released by Temelio (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Temelio, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
Customer will defend at its expense any suit brought against Temelio, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer’s breach or alleged breach of Sections 5.2 (Customer Warranty) or 14.6 (Compliance with Law); or (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer’s or any other party’s use of the Temelio Solution; or (ii) caused by the acts or omissions of Customer, its employees, officers or agents. This section states the sole and exclusive remedy of Temelio and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
This Agreement will begin on the applicable Order Form Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the Commencement Date and continue in full force and effect for two (2) years, unless earlier terminated in accordance with this Agreement. Thereafter, the Order Form will automatically renew for additional terms of two (2) years unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 (Confidentiality); and (c) any amounts owed to Temelio under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Open Source Software), 4 (Fees and Expenses; Payments), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 12.2 (Termination for Breach), 12.3 (Effect of Termination), 13 (Arbitration and Applicable Law) and 14 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.
For twenty (20) days after the end of the Term, as applicable, Temelio will make Customer Content available to Customer through the Temelio Solution on a limited basis solely for purposes of Customer retrieving Customer Content, unless Temelio is instructed by Customer to delete such data before that period expires. After such period, Temelio will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.
Use of the Services and these Terms shall be governed by the laws of the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The exclusive jurisdiction for all Disputes (defined below) that Customer and Temelio are not required by applicable law to arbitrate will be the state and federal courts located in the New York County, New York, and Customer and Temelio each waive any objection to jurisdiction and venue in such courts.
Any dispute concerning Customer’s use of the Services shall be submitted to binding arbitration in New York within one (1) year from the date that the cause of action arose (or, if multiple causes of action are involved, from the date that the first cause of action arose). To the fullest extent permitted by law, no arbitration brought pursuant to these Terms shall be joined to any other arbitration initiated pursuant to these Terms. Temelio and Customer agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services will be resolved solely by binding, individual arbitration. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A Party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175.
As limited exception to the arbitration terms above, Customer or Temelio each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of either Party’s Intellectual Property Rights, as applicable.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Temelio won’t seek to recover the administration and arbitrator fees Temelio is responsible for paying, unless the arbitrator finds your Dispute frivolous. The prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
Except as provided in Section 13.3, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either Party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York County, New York for any lawsuit filed there against Customer by Temelio arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Temelio, or any products utilizing such data, in violation of the United States export laws or regulations.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.
Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
Customer’s relationship to Temelio is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Temelio.
All notices required or permitted under this agreement must be delivered in writing, if to Temelio, by emailing contact@trytemelio.com and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Temelio.
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Working with you globally
from NYC
115 Broadway
New York, 10006
Working with you globally
from NYC
115 Broadway
New York, 10006