ODEEO DEVELOPER TERMS & CONDITIONS

Last updated: June 2021

1.          General

1.1.          These terms and conditions (the “Terms”) shall govern the relationship between you and us. Where used in these Terms, references to: (a) “you”, “your” and/or the “Developer” mean the developer, owner operator publisher agency and/or publisher individual and/or affiliate and/or related entity thereof of a computer, mobile and/or video game(s) (each, a “Game”), who applied to use the Odeeo Services (as defined below); and (b) “we”, “our”, “us” and/or “Odeeo” means Sonic Odeeo Ltd. and its affiliated entities.

1.2.          These Terms should be read carefully by you in their entirety prior to your use of the Odeeo Services. Please note that these Terms constitute a legally binding agreement between you and us. If you do not agree to be bound by any of these Terms, do not use any of the Odeeo Services.

1.3.          You represent and warrant that you have the power and authority to enter into these Terms and you agree to be legally bound by these Terms. If you do not agree to these Terms, please refrain from using the Odeeo Services.

1.4.          We reserve the right to make changes and/or adjustments to these Terms and/or the Odeeo Services at any time without prior written notice. You understand that this may consequently remove any of your advertising campaigns from the Odeeo Services.

2.          Definitions

2.1.           “Ad” or “Advertisement(s)” means, but is not limited to, interactive ads, audio advertisements, internal content, promotions, data and advertising materials and/or any other media and/or any other marketing materials that are parsed, offered, rendered and displayed to End User, served by Odeeo through Odeeo’s SDK/API/Tag serving or any other format, in places defined by Developers.

2.2.          “Advertiser” means third party advertisers, such as merchants, retailers, service providers, content providers, affiliates, agents and/or advertisers that offer Advertisements by virtue of the Odeeo Service.

2.3.          “Ad Serving Fee” means the fee that we charge you for serving Advertisements with respect to the Ad Serving Solution.

2.4.          “Odeeo Network” means the partner networks that we work with.

2.5.          “Account” means, if applicable, the account opened by you via the Odeeo website, prior to granting you access to the Odeeo Services.

2.6.          “Insertion Order” means a mutually agreed document signed by the parties, that incorporates these Terms and contains specific instructions regarding the services provided herein.

3.          License

3.1.          Where you desire to make your Advertisement placement inventory (the “Developer Inventory”) available to Advertisers who want their Advertisements to appear in your Game(s), then subject to your compliance with these Terms, we hereby grant you with a limited, non-exclusive, revocable, non-sub-licensable, non-transferable license to use our proprietary software development kit, which includes (i) a Unity Plugin program providing visual components to the Unity SDK granting Developers the option to configure rewarded audio triggers, sound output, companion banners on the Developer Inventory, (ii) third party SDK adapters, and (iii) any updates and/or new or alternative versions thereof (hereinafter the “SDK”), which, after being embedded into the Game, will allow you access to our platform environment (the “Platform”) (the SDK and the Platform shall hereinafter be collectively referred to as the “Odeeo Services”) to make your Developer Inventory available to the Advertisers via the Odeeo Services in order for Advertisements to be displayed within the Game to end users (the “End Users”) who use and/or have access to the Game (the “License”).

3.2.          As part of the License, we will make the Odeeo Services available for you to make the required integration with the Game and you will promptly integrate the Odeeo Services into the Game and maintain, including updating as soon as commercially available, the then-current version of any required software as per our instructions in a manner that complies with the technical and implementation requirements; in addition, you will comply with any of our protocols and any other instructions contained in any documentation.

3.3.          We will not be held responsible for any failure to support and/or facilitate any integration between the Game and the Odeeo Services and you shall bear all responsibility in checking your systems and/or internal software and/or configuration, including that the Odeeo Services were integrated in accordance with our guidelines and complies with our integration specifications. Moreover, we will notify you of any version updates available for the SDK that you will be required to promptly update in accordance with our instructions; for the avoidance of doubt, we will not be held liable for any failure on your part to update to the latest version after we notify you as such.

3.4.          You will not, and will not allow any third party to: (i) directly or indirectly access, launch or activate any of the Odeeo Services, any protocols or any other technology, content, software, materials and/or documentation belonging to us, through or from, or otherwise incorporate any of these in, any Game, software, website or other means, other than via the Odeeo Services, as permitted under these Terms; (ii) copy, distribute, rent, sell, lease, lend, sublicense, transfer any of the Odeeo Services and/or right to use the License or make any of these available to any third party except as expressly set forth and in accordance with these Terms; (iii) decompile, reverse engineer, or disassemble the Odeeo Services; (iv) modify the Odeeo Services (or any part thereof) in any way without our prior written consent; (v) create derivative works based on any component of the Odeeo Services and/or create any product or service competitive with the Odeeo Services; (vi) modify, remove, or obscure any proprietary notices or anything of similar nature that appear on or during the use and operation of the License, the Odeeo Services and/or Account; (vii) create or attempt to create a substitute or similar service or product to that of the Odeeo Services or proprietary information related thereto; (viii) authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any Advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; or (ix) use or modify any feature or functionality of the Odeeo Services in order to, inter alia, collect personally identifiable information of any third party.

3.5.          We may, in our sole discretion, at any time: (a) determine the scope of the Odeeo Services, including, the Advertisements that are available to you; and (b) modify, replace or make any other changes to, or discontinue or suspend, the Odeeo Services (or any part thereof) or the Account (if applicable).

3.6.          You understand that misrepresenting ownership and fraudulent claiming of any part of the Odeeo Services is strictly prohibited and, without limiting any other rights or remedies available to us, may result in a permanent ban from using the Odeeo Services, or terminating these Terms altogether, and in any case it is understood that the Consideration (as defined below) shall be withheld if such situations arise.

3.7.          Without derogating from the above, we do not grant you the right to use the Odeeo Services in respect to any advertising campaign that:

3.7.1.         Contains any content or element of any nature whatsoever that is libelous, discriminatory, obscene, unlawful, illegal, or that is, in our sole discretion, otherwise unsuitable;

3.7.2.         As their direct or indirect objective, or as a direct or indirect objective of any third party, advertises on the Game or targets the marketing of the Advertisements to any persons who are under the age of legal consent as may apply in the jurisdiction that you are targeting with regard to the content of each advertising campaign, respectively;

3.7.3.         Infringes our and/or any third party’s intellectual property rights, including but not limited to, illegal streaming and/or downloading; copies or resembles our and/or any third party’s property in whole or in part; or, disparages us and/or any third party or otherwise damages our and/or any third party’s goodwill or reputation in any way;

3.7.4.         Uses, runs and/or includes any spiders, robots, virus, Trojan horse or any other kind of malware, spyware or any other malicious code or code that may be used to circumvent any of our security measure; or

3.8.          If we determine, in our sole discretion, that you have engaged in any of the activities that contravene the provisions of this Section 3, we may (without limiting any other rights or remedies available to us) suspend the Odeeo Services or terminate these Terms immediately with or without notice to you.

4.          Developer Undertakings

4.1.          You will be solely liable for the Game and decisions relating to the Developer Inventory, End Users and/or additional third parties, including the handling of all inquiries and/or claims submitted by any of the aforementioned and/or all additional engagements, commitments and interactions that you have with any third party. All interactions and commitments that you may have with any third party must be professional, proper and lawful under applicable law (including any laws or regulations relating to the content and nature of publishing or marketing) and otherwise comply with these Terms.

4.2.          You will protect the Account (if applicable) and the Odeeo Services from unauthorized access by third parties and keep safe and confidential any usernames or passwords associated therewith against any unauthorized access and use; you will take full responsibility for any authorized or unauthorized third-party access and/or use of the License, Account and/or the Odeeo Services. You will ensure that all information in the Account, including but not limited to, your full name and contact address are up-to-date, complete and accurate.

4.3.          Without derogating from Section ‎4.2, you may grant access to the Account (if applicable) and/or the Odeeo Services to third parties solely in order to allow such third parties to access and manage the Account and/or the Odeeo Services on your behalf; provided, however, that you shall: (i) require that such third parties agree to be bound by these Terms, (ii) ensure that such third parties comply fully with all provisions of these Terms, and (iii) be fully responsible and liable for the acts and omissions of such third parties in connection with these Terms. You agree that to the extent you create a new Account, it must be pre-approved by us and registered to you; if not pre-approved or registered with the same entity or name, we may suspend or close that Account in our sole discretion.

4.4.          You will comply with any third party terms, policies or guidelines applicable to the development and operation of the Game and the integration between the Game and the use of the Odeeo Services, including, without limitation, any operating system supported by us now or in the future, and will not cause us to be in violation of any such third party terms.

4.5.          You undertake not to have any direct contact with any of our Advertisers and understand that in the event we suspect that you are communicating with an Advertiser we shall be entitled to immediately terminate all advertising campaigns in connection thereto and/or terminate these Terms with you.

4.6.          We have the right, but not the obligation, to pre-screen, review and monitor any and/or all Advertisements, however you understand that we do not control or endorse and we make no representation or warranties of any kind regarding the content of the Advertisements, including, without limitation, the accuracy, completeness or decency of any Advertisement. We shall not be responsible or liable in any manner for any Advertisements and undertake no responsibility to update or review any Advertisements.

5.          Intellectual Property Rights

5.1.          We own all intellectual property rights in and to the Odeeo Services, and you shall not gain any ownership right, property right or any other right in any of these and/or anything in relation thereto.

5.2.          You shall only use the Odeeo Services in accordance with these Terms, and any protocols or guidelines that we provide from time to time, applicable laws, legislation, rules and regulations. Without derogating from the provisions of this Section 5.2, if you make any amendment, addition, improvement, modification and/or derivative work in respect of the Odeeo Services, any such modification, addition, improvement, amendment and/or derivative work will be solely owned by us and you will have no right or title in such modification, addition, amendment and/or derivative work in any way whatsoever.

5.3.          You may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about us, your Developer Account and/or the Odeeo Services (collectively, “Suggestions”). You understand that any Suggestions submitted to us via the Odeeo Services and/or your Publisher Account and/or by email and/or any other way of communication shall be non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of any Suggestions for any purpose, commercial or otherwise, without any acknowledgment and/or compensation to you.

6.          Privacy

6.1.          In order to use the Odeeo Services, you agree to the following:

6.1.1.         You represent, warrant and covenant that you shall be fully responsible for: complying with any and all applicable laws, including without limitation, privacy laws, such as the General Data Protection Regulation (“GDPR”), Children’s Online Privacy Protection Act (“COPPA”), the California Consumer Privacy Act (“CCPA”), and any other applicable law relating to the collection, use and sharing of information about End Users by us and anyone on our behalf (including Advertisers).You will not transmit any personal information about or relating to an End User under the age of 13 to Odeeo.io. If you use the Odeeo Services in a way that causes Odeeo to collect personal information from Californian residents, you will provide all notices and offer all opt out choices required by the CCPA in accordance with the CCPA. You will not cause Odeeo to be considered as a third party under the CCPA.

6.1.2.         Without derogating from the aforementioned, you must indicate and flag any Game directed to children under the age of 13 under the U.S. Children’s Online Privacy Protection Act and its implementing regulations (collectively, “COPPA”) and any other Game that you believe to be subject to COPPA or to other child protection privacy laws, including the California Consumer Privacy Act and the EU General Data Protection Regulation 2016/679 (“GDPR”), in accordance to the age set forth in such legislation applicable to the End User (collectively, “Child Protection Laws”). Additionally, for any Game that is not indicated as directed to children or directed to a general audience, you must indicate and flag any specific End Users that are subject to COPPA, or any Child Protection Law. You represent and warrant, and shall be exclusively responsible for ensuring, that Odeeo will not receive and it and any third party on its behalf will not make available to Odeeo any data that may be regarded as “special categories of personal data” under the GDPR.

6.1.3.         You shall have a privacy policy consistent with all applicable laws and post such privacy policy where data gathering for interest-based advertising occurs. Furthermore, your privacy policy shall include a statement that data may be collected for interest-based advertising or cross-app advertising purposes, and a clear notice of your use of methods to collect, use and share End User data, as well as End User data collected and processed by Odeeo and its partners, including the applicable Advertisers;

6.1.4.         You shall be responsible and liable for obtaining a clear and specific consent from the proposed recipient with respect to: (i) sending advertising communications on behalf of yourself, Odeeo and its applicable partners, (ii) passing personal information, precise geo location, user device identification or any related information of your End Users to Odeeo and its partners, (iii) collecting and using statistical identification of the End Users or other non-cookie technologies, and (iv) first- and third-party cookies, including without limitation, ensuring users are clearly informed about third-party cookies and promptly notifying Odeeo in the event a user opts out of having third-party cookies dropped. For the avoidance of doubt, the consent must have been given to you by way of an opt-in consent mechanism. Any tick box must not be pre-checked;

6.1.5.         You shall post in the Game (or where applicable) a privacy policy that abides by all applicable rules, laws, acts and regulations and that provides legally adequate disclosure to its End Users about: (i) any information relating to End Users that will be provided or is otherwise accessible to Odeeo in connection with the Odeeo Services, as set forth in the Odeeo privacy policy as available on Odeeo’s website (the “Odeeo Privacy Policy”) and (ii) to the extent applicable, in a conspicuous manner, in accordance with a mechanism in which an End User may opt-out of receiving targeted ads based on the End User’s behavior and interests. You hereby confirms that you have read and understood the Odeeo Privacy Policy, and that nothing therein is contrary to your privacy policy;

6.1.6.         You will honor expeditiously any opt out/unsubscribe request made by any End User. You must not send any further marketing communications to any person who indicates (by whatever means) that he/she does not wish to receive any further communications;

6.1.7.         You are responsible for ensuring that your communication practices comply with all applicable laws and codes of practice.

7.          Reports & Payments

7.1.          Payments shall be made in accordance with the terms set out in the Insertion Order and subject to the following provisions:

7.2.          Unless agreed otherwise in the Insertion Order, the reported “Net Revenue” due to you shall mean the gross revenue less our revenue share fee, external exchange fees, currency exchange and money transfer costs. Net Revenues will be made available for your review via email no later than on the 15th (fifteenth) day of each following calendar month. Notwithstanding the aforementioned, you acknowledge that we will calculate the full and final consideration that is due and payable to you (the “Consideration”) in accordance with our reporting system based solely on our system’s statistics and data; accordingly, any such reported calculations that we shall ultimately issue to you will be considered true, final and correct, unless proven incorrect by written evidence sent by you within 5 (five) business day from the 15th (fifteenth) day of each following calendar month. You acknowledge and agree that in the event you deliver the said written evidence, we will not transfer you any Consideration until any such dispute has been resolved between the parties;

7.3.          Subject to the provisions in Section 7.2., we will pay the Consideration within 60 (sixty) days following the end of the billing calendar month; however, we reserve the right to pay the Consideration on a later date in the event that: (i) the Consideration amount is less than $50 in which case the amount will rollover and accrue to the next remittance period, provided that the earnings will reach $50; and/or (ii) if we have not received payment from an external Advertiser for reasons beyond our control, and in such a case we will take commercially reasonable measures in order to obtain the said payment and transfer the Consideration to you as soon as possible; and/or (iii) if said payment has not been cleared and transferred to us by the appropriate financial institutions. In these respects, you agree to hold us harmless for any delay in payment of the Consideration. In addition, we will not be responsible or liable for any acts and/or decisions made by any financial institution with respect to the clearing of any Consideration.

7.4.          All taxes due in connection with any payments to you are your sole liability; you are responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes (including, but not limited to, VAT), levies, duties and charges in respect of your income from or in relation to these Terms. For the avoidance of doubt, it is hereby clarified that we will not increase the Consideration payable to you due to any tax, levy, duty or charge imposed on the payment of the Consideration, and all Consideration is inclusive of any such tax, charge, duty and/or levy. We reserve the right to withhold and/or deduct all taxes, levies, duties and charges if required under any applicable laws.

7.5.          Without prejudice to any other rights or remedies available to us under these Terms or otherwise, payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by us in our sole discretion. In addition to our other rights and remedies, we may withhold and offset any payments owed to you under these Terms against: (i) any fees you owe us under these Terms or any other agreement, and (ii) any liability of you to us, including (but not limited to) any claims we have against you resulting from or arising from, your breach of these Terms and/or your use of the License and/or Odeeo Services and/or Account.

8.          Term and Termination

8.1.          These Terms will enter into force upon you opening an Account, and may be terminated by either party without cause by providing a 30 (thirty) day prior written notice to the other party, unless the parties have agreed otherwise (the “Term”). Without derogating from the aforementioned, it is understood that the parties’ payment obligations in Section 7 shall survive the termination of these Terms and keep their force until fully transferred to the other party.

8.2.          In the event that either party is in breach of these Terms and fails to take actions to rectify any such breach within 30 (thirty) days following notice of such breach from the other party, the other party may terminate these Terms by providing a 72 (seventy-two) hour prior written notice to the other party. Without derogating from the aforementioned, we reserve the right to suspend your use of your Account and/or the Odeeo Services, if we suspect any fraudulent activity done by you and/or anyone on your behalf, until an internal Odeeo investigation is concluded regarding this matter.

8.3.          The following will apply upon termination of these Terms: (a) your access to your Account and the Odeeo Services will terminate; (b) you shall destroy any and all copies of your Account and the Odeeo Services in your and/or anyone on your behalf’s possession or control; and (c) you shall return to us all of our Confidential Information.

8.4.          Upon termination, the provisions of these Terms shall cease to have effect, save for the following provisions of these Terms which shall survive and continue to have effect, in accordance with their express terms or otherwise indefinitely: Sections1, 5, 6, 7.5, ‎8, ‎9, 10, 11, ‎‎12.3, 12.5, 12.6, 12.7, 12.8 and 12.9.

9.          Disclaimers

9.1.          We are not responsible for the conduct, whether online or offline, of any Advertiser, End User, the OdeeoNetwork or any other third party, nor will be responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software or failure of email on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to your computer, device, software, system, server or program related to or resulting from the Account and/or the Odeeo Services. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s use or inability to use their Account and/or the Odeeo Services.

9.2.          We make no warranties or representations (whether express or implied by law, statute or otherwise) with respect to your Account and/or the Odeeo Services and/or anything thereof affecting you, the End Users or any third parties, or any content, products or services available therein or related thereto or that our system, network, services, software or hardware (or any of which are provided to us by third parties) will be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose, non-infringement or suitability of the Odeeo Services. All warranties, representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law.

9.3.          You acknowledge and agree that we have no control over and are merely a passive conduit with respect to any Advertisements and/or the Odeeo Network and/or content that may be submitted by any Advertiser, and you are solely responsible and assume all liability and risk for determining whether or not any of your advertising campaigns are appropriate or acceptable.

10.       Limitation of Liability; Indemnification

10.1.       In no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind or for any loss of business, reputation, revenue, profits and/or data that arises under or in connection with these Terms or that results from the use of, or the inability to use, the Odeeo Services, even if we have been advised of the possibility of such loss.

10.2.       Notwithstanding anything to the contrary between the parties, in any event, our total, aggregate liability for all damages and losses arising under or in connection with these Terms, or that result from your use of or inability to use the Odeeo Services, or in connection with any act or omission of any third party, including but not limited to Advertisers and/or End User, or any indemnification obligation or applicable law regarding data protection or privacy, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Consideration actually received from you over the previous six (6) months preceding the date of the event giving rise to the liability.

10.3.       You shall defend, indemnify and hold us harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including legal fees) resulting or arising from (i) your breach of these Terms; (ii) your use of your Account and/or the Odeeo Services, and/or (iii) any claims regarding the Game and/or Developer Inventory and/or advertising campaigns (including without limitation IP infringement and privacy claims). Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.

11.        Confidential Information

11.1.       Each party shall keep confidential and shall not disclose to any third party any and all proprietary information or confidential information disclosed to it by the disclosing party, and/or relating to the business, processes, practices, products, customers, accounts, finance or contractual arrangements or trade secrets of the disclosing party and any information concerning the Odeeo Services, pricing, or the substance of any report, recommendations, advice, test disclosed in relation to any of the aforementioned (“Confidential Information”), and shall use such Confidential Information solely for the performance of its obligations under these Terms. If either party becomes aware of any breach of confidence by any of its employees, agents, or sub-contractors, it shall promptly notify the other party and give the other party all reasonable assistance in connection with any proceedings, which the other may institute against any such persons.

11.2.       The obligations in Section 11 ‎ shall not apply to information that: (i) was already known to the receiving party prior to disclosure by the other party, (ii) that is in the public domain or which becomes part of the public domain through no fault of the receiving party, or (iii) to any information that is required to be disclosed by law. Either party may disclose Confidential Information that has been approved in advance in writing by the other party for disclosure.

11.3.       No press release in respect of the execution of these Terms or any matters arising therefrom may be released by either party in respect of these Terms without the express written approval of the other party, save that each shall be entitled to make reasonable references to the other party and to the provisions of these Terms in their own corporate literature in connection with the promotion of that party’s business.

11.4.       Injunctive relief. Each party hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to the disclosing party that may be difficult to ascertain. Accordingly, the receiving party agrees that the disclosing party, in addition to any other right or remedy that it may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief, in any competent jurisdiction, to enforce obligations under this Section.

12.       Miscellaneous

12.1.       Any notice or other documents to be given under these Terms shall be in writing and shall be deemed to have been duly given if delivered by hand or sent by recorded delivery to the other Party at an address noted in this Section ‎12.1. Any such notice or other documents shall be deemed to have been received by the addressee five (5) business days following the date of dispatch if the notice or other document is sent by registered post, or in the following business day after the day in which the notice is delivered by personal delivery or by confirmed email.

12.1.1.      In the case of Odeeo.io, notice shall be sent to info@odeeo.io

12.1.2.      In the case of the Publisher, notice shall be sent to the Email address given by the Publisher upon registering a Publisher Account with Odeeoor the email address noted in the applicable Insertion Order.

12.2.       In the event your information should change at any time and for whatever reason, you undertake to send us notification in writing as soon as possible with an updated and relevant Email address replacing the previous one, for us to send, and for you to receive, notices in accordance to these Terms.

12.3.       There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us in connection with these Terms. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in these Terms.

12.4.       Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with these Terms or any rights under these Terms, or sub-contract any or all of your obligations under these Terms, or purport to do any of the same. Odeeo may assign these Terms (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

12.5.       These Terms shall be governed by and construed in accordance with the laws of Israel without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of Tel-Aviv, for the settlement of any claim, dispute or matter arising out of or concerning these Terms or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

12.6.       Whenever possible, each provision of these Terms will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms or any other provision hereof.

12.7.       These Terms embody the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into these Terms, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.

12.8.       Neither party will be liable for any delay, defect or failure to fulfill any term or condition of these Terms in case of force majeure meaning any unusual and unforeseeable circumstances which are not within the reasonable control of the party, including delays caused by acts of God, wars, riots, strikes, fires, floods, earthquakes, volcanic activity, government restrictions, terrorist acts or other causes beyond its reasonable control. If the force majeure event prevails for a continuous period of more than sixty (60) days, either party may terminate these Terms by giving fifteen (15) days’ written notice to the other party.

12.9.       A person who is not a party to these Terms has no right to rely upon or enforce any term of these Terms.