PARTIES TO THE AGREEMENT
This agreement is between Flares Inc., its subsidiary and duly authorized agents/resellers (collectively “Supplier”), and Customer/Subscriber defined as a person or an entity who subscribe to Supplier Services for their own use or on behalf of third parties or invitees of Customer/Subscriber (collectively “Customer”).
Supplier has developed certain software applications and platforms which it makes available to Customer via the internet. In addition, Supplier may, from time to time, provide Customer Support, Training on and financial transaction processing management services for fees. Supplier offers Software as a Service (SaaS) network for recording, processing, summarizing and reporting accounting and financial transactions for businesses and Households. Supplier Services will evolve over time. Unless specifically agreed by Supplier, Supplier is not providing Customers with any financial, accounting or tax advice, including, without limitation, financial planning and analysis, investment, accounting, income tax and sales tax. Supplier does not provide any warranty, not takes any responsibility for accuracy and completeness data, reports, and analysis, nor for the outcome of decisions made using such data, reports and analysis.
Invitees: Customers, employees, agents and independent contractors and all invitees of the Customers who are authorized by the Customers to use Services and Documentation provided by Supplier.
Change of Control: Direct or indirect change in ownership of voting stock ownership, acquisition, disposal or reorganization of voting stocks, or change of ownership of all, or substantially all of the assets of Customers in a single transaction or a series of transactions giving transfer of control over management and operations of Customers businesses or entities to one or more third parties.
Confidential Information: Information that is proprietary or confidential and is either labelled, agreed upon between the parties or not publicly available, and as defined in Clause 9.
Customer Data: Data entered by the Customers, Authorized Users, or the Supplier on Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: Documents or web contents made available, from time to time, to the Customers by the Supplier which sets out a description of the Services and the user instructions for the Services.
Effective Date: Date on which customer subscribes to Suppliers Services.
Services: Subscription, Consulting and Customer Support services provided by the Supplier to the Customer under this agreement.
Software: Online software applications provided by the Supplier as part of the Services.
Fees and Charges: Subscription fees of line Software, consulting fees, customer support fees and other fees, as required by Supplier from time to time, payable by the Customers to the Supplier.
Subscription Term: Initial subscription and all subsequent renewals.
Support Services Policy: Supplier’s policy for providing support in relation to the Services as made available by the Supplier, from time to time, or such other website address as may be notified to the Customer from time to time.
User Subscriptions: User subscriptions purchased by the Customers pursuant to this agreement which entitle Customers and Authorized Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: Anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
- Subject to the Customers purchasing User Subscriptions for Services and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit to use the Services and Documentation during the Subscription Term. Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
- Supplier, at its sole and absolute discretion and without any notice or liability to Customer, may terminate Customer’s right to the License to use the Service or any part of the Service, and/or amend this Agreement. If Customers do not agree with the amendments or modifications, then Customer must discontinue using the Service. Supplier may suspend access to the Service or delete Customer Data, or both, if Supplier has reason to believe that Customers is in violation of a law.
- This agreement, as modified from time to time by the Supplier, shall commence on the Effective Date or the date on which Customer Registers for Supplier services, and continue for the Initial and all Subscription Terms, unless otherwise terminated in accordance with the provisions of this agreement;
- Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement for material breach of the other party.
- Upon termination of this agreement, all licenses granted under this agreement shall immediately terminate; and the Supplier, at its sole discretion, shall have the right to destroy or otherwise dispose of any of the Customer Data in its possession within 30 days of termination without notification. Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data.
- Customer Information: Customers agree to provide Supplier Service users names, entity names, addresses, phone numbers, email addresses and other information required at Suppliers sole discretion as changed from time to time.by Suppliers. Supplier’s policy is not to modify Customers and Other Users data and information unless requested by Customer or Customer’s authorized agents or necessary for proper and efficient delivery of Supplier Services.
- Customer Subscriptions, Collaborations and Invitees: Customers may provide access to third party invitees provided that Customers accept all responsibilities for such users as provided in this agreement and agrees to pay all of Supplier’s subscriptions fees/charges, losses, damages and all other actions of such invitees. Customer accept sole responsibilities for any and all actions of Invitees. Suppliers accepts no liability nor responsibilities for any actions of such invitee. Customers and Invitees Agree to (i) keep password private and confidential; (ii) assume responsibility for their Data and all activities in their accounts; (iii) not to disclose login information and take all necessary precautions to prevent unauthorized access to their accounts, and (iv) notify Supplier of any unauthorized access promptly; (v) use Service and Applications provided by the Supplier in accordance with applicable law.
- Trial Version: If Customers register for Trial use of Services, Supplier, at its sole discretion and without notice, may terminate Customers access to Trial Version and delete all customer data upon expiration of the Trial Period, unless Customers Subscribe to paid subscription prior to expiration of the Trial period. During the Trial period, Supplier Services is made available without any warranty.
- Authorized Use of Service: During the course of its use of Services, Customer shall not (i) access, store, distribute or transmit any Viruses, or any material containing Viruses; (ii) store, use or distribute any unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (iii) facilitate illegal activity, promotes unlawful violence or depicts sexually explicit images; (iv) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; and (v) causes damage or injury to any person or property. Supplier reserves the right, without liability, to disable the Customer’s access to any material that breaches the provisions of this clause. Except as allowed by applicable laws or agreed between the parties; Customers shall not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (iii) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Invitees; (v) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause Error! Reference source not found. Customer shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier; and the rights provided under Clause 1 of this agreement is granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.The Supplier, at its sole discretion, reserves the right to deny services to anyone for any reason.
The Supplier reserves the right to permanently delete and ban a Customer and all accounts associated with the Customer if: the Customer registers using a fraudulent first name or last name, a fraudulent company name or otherwise false business identify, uses a fraudulent payment identity to purchase a subscription, or engages in business activities that are illegal or morally offensive. The Supplier also reserves the right to temporarily or permanently suspend the account(s) of Customers who engage in illegal, fraudulent and abusive activity. If a Customer’s account has been suspended, the Customer can request reinstatement by contacting . Reinstatement is not guaranteed. We will consider the circumstances of reinstatement requests on a case-by-case basis and, at our sole discretion, make a decision to grant or deny reinstatement.
- Customer Information Access: Customers shall (i) provide all necessary access information including but not limited to Customer Data, security access information and configuration services, as may be required by the Supplier; (ii) comply with all applicable laws and regulations with respect to its activities under this agreement; (iii) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. (iv) ensure that the Authorized Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorized User’s breach of this agreement; (v) obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; (vi) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and (vii) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
- Fees and Payments: Customers agree to pay to Supplier subscription fees, services charges and other charges, as changed by Suppliers form time to time at Supplier sole discretion without any advance notice, when due. In addition, Customer agree to pay all fees and charges when due. Customers agree to pay all sales, use, withholding, VAT and all other applicable taxes are required by Suppliers or by relevant government entities. Customers agree to pay fees and charges to Suppliers for all Users who use the Services and Documentation by virtue of access facility provided by the Customer. Each Customer and Invitee agree to keep Login ID and Passwords confidential; Allow Supplier to audit the Services in order to establish the name and password of each Invitee. The Customer shall, on the Effective Date, provide to the Supplier valid, up-to-date and complete credit card details acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customers provide credit card details to the Supplier, the Customer hereby authorizes the Supplier to charge such credit card for Subscriptions Fees and Services Charges when due. If the Supplier has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of the Supplier: the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and interest shall accrue on such due amounts at an annual rate equal to 15%, commencing on the due date and continuing until fully paid, whether before or after judgment. All amounts and fees stated or referred to in this agreement shall be payable in US dollars. Fees are non-cancellable and non-refundable and exclusive of value added tax, which shall be added to the Supplier’s invoice at the appropriate rate.If, at any time, the Customers exceed disk space allocated to the Customers Subscription plan, the Supplier shall charge the Customer, and the Customer shall pay to the Supplier’s then current excess data storage fees. Customer is responsible for pay all Sales, use and VAT taxes. The Supplier, at its sole discretion, shall be entitled to increase the Subscription Fees at any time without advance notice.
- Communication: By signing up to Flare Accounting, Customers agree to receive occasional emails from the Supplier.After signup, Customers may receive the following types of email:
Flare System emails
System emails are sent to a Customer’s Flare login email address. Customers cannot unsubscribe from System Emails because they are used to help activate a Customer’s Flare account, set up a Customer’s Flare account, manage the Customer’s password, manage the Customer’s Flare account subscription, and send important system update information.Flare System emails do not contain an “unsubscribe” link in the email footer (located at the bottom of the email).
“Flare Cloud Accounting Subscribers” List
Customer agrees to be subscribed to the “Flare Cloud Accounting Subscribers” email list when they sign up (register) for a Flare account. In the weeks after signing up for Flare, Customers will receive information that helps Customers get up and running. Customers may also receive periodic product and feature announcements and free webinar and event invitations.Customers may unsubscribe from this list, though by doing so may miss out on information relevant to running a small business and using Flare to increase profit.Emails Customers receive from the “Flare Cloud Accounting Subscribers” list contain an “unsubscribe” link in the email footer text (located at the bottom of the email). The footer text also indicates the name of the list: “Flare Cloud Accounting Subscribers”.Note: A Customer’s company email address (the email address added in Flare company settings) will only receive messages initiated by the Customer.
- The Customer shall own all rights, title and interest in Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
- The Supplier shall, in providing the Services, comply with its Privacy and Security Policy as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
- The parties agree that, when performing its obligations under this agreement, if the Supplier processes any personal data on the Customer’s behalf, the Customer shall be the owner and manager and controller of the Data. In addition: (i) the Customer acknowledges and agrees that, in order to carry out the Services and the Supplier’s other obligations under this agreement, the personal data may be transferred or stored outside the USA or the country where the Customer and the Invitees are located; (ii) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf; (iii)the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (vi) the Supplier shall process the personal data only in accordance with the terms of this agreement.
- During and after the Term, Supplier may use non-personally identifiable Customer Data for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
- The Supplier agrees that the Services will be performed substantially in accordance with this agreement and with reasonable skill and care.
- Except to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorized contractors or agents. If the Services do not conform to the foregoing, Supplier will, at its expense, use all reasonable commercial efforts to correct any such non-conformance promptly. Correction of such non-performance, within a reasonable period and in a manner deemed cost effective and reasonable by the Supplier is the sole and exclusive remedy against the Supplier for any breach of the Supplier’s obligations set forth in this agreement. Notwithstanding the foregoing, the Supplier, (i) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and (ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- The Supplier warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for performance of its obligations under this agreement.
- Subject to the terms of this agreement. Supplier shall, during the Subscription Term, provide Services and make available Documentation to the Customers if and when available and “as is basis”.
- Except for planned maintenance carried out during maintenance window as set by the Supplier from time to time; and unscheduled emergency maintenance performed outside Normal Business Hours, the Supplier shall use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week.
- Support Services: The Supplier shall provide customer support services, If and when made available at Supplier Sole Discretion, in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. The Supplier, from time to time, at its sole and absolute discretion may amend the Support Services Policy. If available, the Customer may purchase enhanced support services separately at the Supplier’s then current rates. Excluding scheduled outages, unanticipated technical glitch, force majeure, and outages that result from any Customer technology issues, Supplier agrees to take commercially reasonable efforts to maintain online availability of the Service for a minimum of 98% of the time. Failure to do so, shall entitled Customer a credit (not a refund) of 20% of previous monthly fee. The Service may be interrupted or contain an error. Customer’s exclusive remedy for Supplier’s failure to meet the minimum service level is a credit for the applicable month. If Customers under a prepaid annual contract terminate this agreement due to failure to maintain minimum performance level, Supplier will refund such Customer a pro-rated amount of any fees paid in advance. Amendments of Service Terms. Limit on purposes of services. The services are not designed to replace professional advice, such as tax and accounting advice.
- Service Level Disclaimer: Except as expressly provided in this agreement, the services are not guaranteed and are provided “as is.” While supplier takes reasonable, physical, technical and administrative measures to secure the service, Supplier gives no representations, warranties of any kind, express or implied, including without limitation representations, warranties or conditions as to uninterrupted or error free or virus free service, accessibility, privacy of files, security, merchantability, quality or fitness for a particular purpose and those arising by statute or otherwise, or from a course of dealing or usage of trade.
Third Party Providers
Ownership of Intellectual Properties
- Customers acknowledge and agree that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. The software, workflow processes, user interface, designs, know-how, and other technologies provided by Supplier as part of the Service are the proprietary property of Supplier and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain with their respective owners. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. All third party technology and services integrated with Supplier technology remain property of those third parties.
- Unless expressly approved by Supplier, Customers may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, , or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service, including, but not limited to uploading or distributing in any way files that contain viruses or corrupted files that may damage the operation of the Services; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
- Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), 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 (Confidential Information). Suppliers’ Confidential Information includes without limitation the Services, interface design and layout.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, of competent jurisdiction or by any regulatory or administrative body.
- Protection of Confidential Information: The Recipient agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information.
- Customers acknowledge that Supplier intends collect and use specific Customer data and aggregate profiles derived from one or more attributes of one or a groups of customers to develop and market technology, products and services to Customers and third parties. However, Supplier agrees not to disclose specific, identifiable and confidential Customers data to any third parties.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- CUSTOMER agree to hold harmless Supplier from any liabilities relating to Customers use of third party services or integration of Supplier Application and Services with third parties Application and Services regardless of whether such integrations were done by the Supplier, Customer or a third party. Customer’s ability to use third party services may be limited according to the third party’s terms and conditions. Customer agree to abide by all third party policies, terms and conditions applicable to third party technology or integrated services provided by Supplier. When Customer Integrate Supplier Applications and Services with third party Services or use third party technology integrated by the Supplier or third parties with Supplier Applications or Services, Customer agree to share any Customer data, whether confidential or not, with the third party service. Any links to third party service or website Customers find in the Service are provided for convenience and Suppliers do not control any material or information found on the third party sites.
- If any third-party brings a claim against Supplier, its agents, Resellers, Officers and employees ( “Released Parties”) related to Customer’s acts, omissions, data or information within the Services, Customer must defend, indemnify and hold Supplier and Released Parties harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
- The Customers shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customers’ use of the Services and/or Documentation, provided that: Customers is given prompt notice of any such claim; Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense.
- In no event shall the Supplier, its employees, agents, resellers, and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (i) a modification of the Services or Documentation by anyone other than the Supplier; or (ii) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or (iii) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
Limitations of Liabilities
- The foregoing states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ resellers, officers, employees and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality, except as expressly and specifically provided in this agreement: (i) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction; (ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (iii) the Services and the Documentation are provided to the Customer on an “as is” basis.
- Supplier, Officers, Directors, Agents, Contractors, Shareholders or Affiliates shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to [the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose. Supplier shall not be liable for any (i) punitive, Exemplary or aggravated damages; (ii) damages for loss of profits or revenue , failure to realize expected savings or profits, loss of use or lack of availability of customer data; (III) indirect, consequential or special damages, arising from or in connection with the Services, regardless of whether or not customer informed or advised Supplier of the possibility of such damages; (iv) Contribution, indemnity or set-off in respect of any claims against customer; (v) any damages whatsoever relating to third-party products, client materials or any goods or services not developed or provided by Supplier or (vi) any damages whatsoever relating to interruption, delays, errors or omission even if such interruption, delays, errors or omissions were caused by any of the Released Parties.
- Money Damage Insufficiency: Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
- Neither party is liable for force majeure events. The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
- 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. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
- If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. Any term which by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive.
- Customer may not assign or transfer the Agreement or a Customer account to a third party, unless as part of a merger or sale of substantially all the assets of Customer. The Customer shall not, without the prior written consent of the Supplier, assign, sub-contract or transfer, in any manner, any of its rights or obligations under this agreement without prior written approval of the Supplier. Supplier, at Supplier sole discretion and without any prior notice to Customers, may assign this agreement to a third party and or substitute the Services contemplated in this agreement with comparable Services owned and supplied by Third Parties, The Supplier may at any time assign, sub-contract or transfer, in any manner, any of its rights or obligations under this agreement.
- This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Each of the parties acknowledges and agrees that in entering into this agreement, it does not rely on any promise, assurance, statement, representation, warranty of any kind, other than as expressly set out in this agreement.
No Partnership or Agency
- Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Right
- This agreement does not confer any rights on any person or party other than the parties to this agreement and, where applicable, their successors and permitted assigns.
Governing Law and Jurisdiction
- The parties irrevocably agree that the courts of Delaware, United States have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.
- Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). Flares Inc.858 Harrison Avenue, Campbell, CA 95008
- Language of the Agreement: The parties have agreed that this agreement and the related documents be drawn up in the English language.
- Age of Majority: By clicking Sign Up, the Customer certifies that the Customer is of the age of majority in whatever jurisdiction the Customer is located.