The Insertion Order signed from time to time by Nativly and Advertiser (the “Insertion Order” or “IO”), together with these terms and conditions (collectively, “Agreement”) sets forth the terms and conditions under which: (a) Nativly shall include Advertiser’s content (“Advertiser Content”) among the content that Nativly recommends (“Recommendations”) via Nativly’s content recommendation distribution software or code (the “Widget”) to visitors to websites operated by third parties with which Nativly or its affiliates has a contractual relationship (“Nativly Publisher Websites”); and (b) Advertiser shall compensate Nativly for each Click (as defined below) on Recommendations in order to view the Advertiser Content. Nativly’s distribution of the Advertiser Content shall be referred to herein as the “Service.”
A. CUSTOMERS AND PARTNERS
These Terms apply to you as a Customer or Partner (together a “User”).
“Customer” means the person or entity accessing or using the Customer Service (defined below). “Partner” means the person or entity who uses the Partner Service (defined below)
On our Site you have the option to create one account and be either, or both, Customer and Partner, therefore you should carefully read all of these Terms as they may apply to you acting in capacity as Customer and/or Partner.
B. IMPORTANCE OF TERMS
By accessing this Site or using any part of the Service, you agree to be bound by these Terms. If you do not agree to all of these Terms, then you may not access the Site. Your right to use the Site is expressly conditioned upon your assent to all of these Terms, to the exclusion of all other terms. The Customer Service and Partner Service (together the “Services”) is available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.
C. AMENDMENTS TO TERMS
If you view access or otherwise use the Services without registration, you are still governed by these Terms. If you register on the Site, you will have access to online reports and the Nativly Dashboard, which allows you to control certain settings for the Service. To register, you must provide certain information including, without limitation, your name, address, and valid email address and other contact information. Before you complete your registration, you will be sent a link to your email address, which you must click to validate your account.
3. TERMS SPECIFIC TO PARTNERS
3A. PARTNER SERVICE
The Site features Nativly’s proprietary recommendation technology in its various forms (collectively, the “Partner Service“) which may be used on the Site, or on your website or your affiliated websites via any software code that we may make available to you from time to time used in accordance with these Terms.
3B. LICENSE OF NATIVLY SERVICE
3B/1. GRANT OF LICENSE
Subject to your full compliance with all of the terms and conditions of these Terms Nativly grants you a limited non-exclusive, revocable, non-sublicensable, nontransferable license to use (i) the Partner Service; (ii) any application program interface or any other software code that we may make available to you from time to time provided by Nativly(collectively, the “Code”); (iii) any Nativly end-user documentation, solely when bundled with Service; and (iv) any upgrades, updates and new versions of the Service, as further described below. Such license shall include the right to use any Nativly intellectual property rights associated with or related to use of the Code, other matters related to the Service, and the Nativly end user documentation, solely in connection with the use of the Service.
Customer able to use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in gambling solely in case if entitled employee gave to you permission on behalf of Nativly to do so.
3B/2. LICENSE RESTRICTIONS
You shall not use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“Spam“), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, weapons and accessories and any other restricted materials. You shall implement the Services in a timely manner in accordance with all reasonable instructions provided to you by Nativly from time to time.
3C. PLACEMENT AND LOOK AND FEEL OF THE SERVICE
You shall place the Service directly below the main Content on each page of your website on which the Service is installed. No other third party content recommendation service shall appear parallel with or above the Service on any page of your website on which the Service is installed. Further, you shall implement the Service in such a way that the look and feel of the Service shall not be confusingly similar with any other third party content recommendation service on your website.
3D. OTHER RESTRICTIONS
Except as expressly and unambiguously authorized under these Terms, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the (a) collaborative filtering data and related reports (collectively, “Data“) to which Nativly may provide you to access in a variety of formats, or (b) Code, or (ii) otherwise use the Code or the Service on behalf of any third party. Except as described below, these Terms do not include any right for you to use any trademark, service mark, trade name or any other mark of Nativly or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If you violate any of the foregoing restrictions, Nativly shall own all right, title and interest relating to any and all derivative works, inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, as they may relate to the use of the Service or the Code. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.
3E. NEW VERSIONS AND UPGRADES
Nativly may release updates, upgrades or new versions of the Service or the Code, or other software related to the Service, to be incorporated as instructed. You agree that any access to any Nativly software granted pursuant to these Terms will not limit or restrict Nativly’s right to modify or replace such software in future versions of the Service. The licenses granted to you herein shall be deemed to include such items.
3F. LIMITED TRADEMARK LICENSE
Nativly hereby grants to you a personal, limited, non-exclusive, non-transferable, fully-paid license to use the Nativly Marks (being any and all registered or unregistered trading names, domain names, business names, logos and typefaces owned or licensed exclusively to us) You may use the Nativly Marks in conjunction with your use of the Code, the Data or the Service on any pages of your websites or affiliate websites that feature any aspect of the Service. You may publish blog posts on your blog or affiliate blogs that include the use of Nativly Marks at any time without additional authorization by Nativly, provided that you make reasonable efforts to send the blog post to Nativly prior to or concurrent with publishing thereof. Nothing in this Agreement grants you ownership or any rights in or to use the Nativly Marks, except in accordance with this license. Under no circumstances may you disparage or otherwise abuse the Nativly Marks, nor violate any terms of the User Conduct rules set forth below. The rights granted to you in this license will terminate upon any termination or expiration of these Terms and you will no longer make any use of any Nativly Marks. The licenses granted hereunder are specifically set forth herein, and no licenses are granted by Nativly to you by implication or estoppel.
3G. END-USER LICENSING
3H. PROMOTED CONTENT
Our Services provides Content (news articles, graphics, photographs, images, illustrations, software, audio clips and video clips) that we may recommend to you “Recommendations” and some of this Content may include Promoted Content, which is Content that customers have paid us to promote. The revenue generated from Promoted Content (“Promotional Revenue“) for the Site from customers selected by Nativly in its sole discretion belongs to us subject to exceptions by agreement detailed further below. If you register on the Site, you may control the settings for the Recommendation functionality, as described on the Nativly Dashboard.
3I. MISCELLANEOUS PARTNER TERMS
4. TERMS SPECIFIC TO CUSTOMERS
If there is any conflict between the terms of any Insertion Order and these Terms, these Terms shall prevail.
4A. CUSTOMER SERVICES
Nativly partners with a network of online properties (the “Network”) and displays a user interface containing links to content that navigate to the websites where such content is maintained (the “Customer Service”). We determine what links to Content appear within the Service on the Network.
Nativly shall display links to graphical, textual and/or auditory content selected by Customer (the links and the content accessed from the link together are the “Content”) on the Network through the Service. Customer will only be charged for the number of clicks on Content. Fees will be based on the number of clicks received multiplied by the cost-per-click determined by Customer in the Campaign Details (“CPC”), provided that the CPC may not be less than Nativly’s then-in-effect minimum CPC (which may vary by market). Nativly shall continue to distribute the Content on the Network until the earlier of: (i) the end date, (ii) reaching Customer’s budget, or (iii) Customer disabling a campaign through the Dashboard, each of (i), (ii) and (iii) as specified by Customer in the Campaign Details (provided that Nativly reserves the right to charge for additional clicks as Content is removed from circulation.
Nativly will make reports available to the Customer, which provide information about the number of clicks received during the campaign. The final monthly reports may differ from the daily reports. The final monthly reports will provide the conclusive basis for Nativly's calculation of the fees owed by Customer. Customer may submit its own Nativly-compatible click tracker. If there is a 10% discrepancy or more between Customer's numbers (based on the Nativly-compatible click tracker) and Nativly's numbers then the parties agree to work in good faith to identify the correct amount to be paid to Nativly. If the discrepancy is less than 10%, Nativly's numbers shall be conclusive.
4D. NO GUARANTEE
Nativly does not guarantee: (i) the placement, positioning or the timing of delivery of any Content, (ii) clicks on any Content, or (iii) conversions. If the Content does not receive clicks amounting to the budget, Customer's sole remedies shall be to: (i) extend the end date of the applicable campaign, (ii) replace or add to the Content with other Content to complete the campaign; or (iii) to pay only for actual clicks on the Content. In no event shall Nativly be liable for failure to provide clicks.
4E. CONTENT RULES
Customer authorizes Nativly to place the Content on the Network and is solely responsible for determining the propriety and legality of the Content. In addition, Content selected by Customer must comply with any of our guidelines as may be updated from time to time by Nativly. Nativly may at any time for any reason or without such reject or remove Content. Customer acknowledges that Nativly is not responsible for the Content and that the Content may change during the course of a campaign due to revisions by the Content's author, comments from readers, or otherwise. Customer's recourse in the event of such change shall be to direct Nativly to remove such Content from its then-current campaign and/or select other Content. Customer further acknowledges that, if there is an objection from a Content author or publisher, Nativly shall cease including the Content in the Service.
Customer represents and warrants that if the Content was written by or under the direction of Customer or paid for by Customer, that fact shall be clearly disclosed on or near the Content.
Customer shall not, directly or indirectly, provide Content that: (i) is obscene, defamatory, libelous, slanderous, pornographic, violent, profane, indecent or unlawful; (ii) is factually inaccurate, misleading or deceptive; or (iii) facilitates or promotes any type of illegal activity, including without limitation pyramid schemes, gambling, the sale or use of illicit drugs, or discrimination or harassment of any individual or group.
Customer represents and warrants that it is authorized to use and/or has approved all words of the Content’s headline. Headlines must accurately reflect the tone and subject matter of the Content.
4F. TERM AND CANCELLATION
The Campaign Details will set forth the start and end date of a particular campaign. However, the Agreement, or an individual campaign may be suspended or terminated: (i) by Customer for any reason in any time in written notice to Nativly or within twelve (12) hours in update of Campaign details through the Nativly’s Dashboard, or (ii) by Nativly for any reason and time in written notice to Customer or through the Nativly’s Dashboard. During the notice period, all previously contracted campaigns shall continue to run pursuant to the Campaign Details and Customer shall be responsible for paying Nativly for all clicks received during such notice period or in case if the notice consists request to stop the Costumer shall not be liable to pay for Services and Nativly shall not to provide Costumer with such.
4G. CAMPAIGN DETAILS
Customer is solely responsible for all changes requested or approved (either directly or via Nativly's API), including those made through the Dashboard using its login. Customer is solely responsible for protecting its login and password to the Dashboard. Customer can manage campaigns using the Dashboard by modifying the Campaign Details, and/or Customer may have the option of working with a Nativly account manager, as determined by Nativly.
Nativly reserves the right to change its widgets without prejudice and/or notice to party any party of present agreement.
4H. FEES AND PAYMENT TERMS
Customer shall pay Nativly fees fixed in the Insertion Order (all fees calculated by Nativly based on the number of clicks on the Content, as measured by Nativly's tracking system, multiplied by the CPC) and any applicable taxes and/or any possible expenses that may be caused by collaboration under present agreement. Customer may increase the budget through the Dashboard or through an amendment to an Insertion Order.
If Customer has signed an Insertion Order, fees will generally be invoiced by Nativly to Customer within thirty (30) days of the end of each calendar month for clicks received during the previous month, unless otherwise set forth in an IO. Customer shall pay all invoices within thirty (30) days from receipt. If Customer has provided the Campaign Details through the Dashboard and has not signed an Insertion Order providing for invoicing, Nativly shall charge the Nativly fees to Customer’s credit card at such intervals as Nativly determines in its sole discretion. The decision as to whether to allow Customer to choose between invoice and credit card rests solely with Nativly. Nativly shall review all billing inquiries, including refund requests, on a case-by-case basis and reserves the right to approve or deny any request in its sole discretion.
If payment is not made when due, Nativly may charge interest at the rate of 8% per annum from the due date until the date of actual payment, whether before or after judgment. Nativly also reserves the right to suspend or terminate Customer's use of the Service until Customer has paid all amounts due and to charge Customer for all costs of collection, including collection agency and reasonable legal fees and court costs. Customer authorizes Nativly to investigate Customer's credit record. If applicable, Customer agrees to provide such further financial information and documentation as may be required from time to time by Nativly as a condition for the continued extension of credit. Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Nativly may be shared by Nativly with companies who work on Nativly's behalf solely for the purpose of performing credit checks, effecting payment to Nativly, collecting debts owed to Nativly and/or servicing Customer's account.
Nativly reserve the right to reimburse expenses which arose in the process of processing of Costumer’s payment as result amount credited to the account of the Costumer may differ from the amount transferred to bank account of Nativly by such.
Also, Nativly might decline payment in favor of Costumer in case if any activity and/or absence of action of such and/or of any third party that may action on behalf of such is subject to regulation of clause “4I.QUALITY ASSURANCE AND FRAUD PREVENTION” of present agreement.
4I. QUALITY ASSURANCE AND FRAUD PREVENTION
QUALITY ASSURANCE. Traffic will be accepted and considered qualified and valid if it doesn’t arise from, without limitation:
- automated and/or fraudulent clicks on any Advertising Materials;
- incentivizing any person to, or engaging in any activity that is likely to inflate the number of clicks on any Advertising Materials;
using any practice of distribution that contains or considered as a virus, worm, malware, spyware, ransomware, crapware, trojan horse, or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications equipment.
All Traffic which doesn’t meet the aforementioned quality will be irretrievably forfeited without any reimbursement to the Publisher.
FRAUD PREVENTION. If Nativly determines, in its sole discretion, that the Costumer has engaged in any activity that Nativly considers to be fraudulent or which might bring the reputation or standing of Nativly into disrepute either with the general public or with the Costumer and/or potential Costumer of Nativly, or otherwise that the Costumer has engaged in activities which might be considered fraudulent, Nativly may but will not be obligated to (a) suspend or terminate the Costumer’s membership in the Program imidiately or as soon as Nativly deems necessary, without notice and (b) release to any third party, information relating to the identity and location of the Costumer if required to do so in order to enforce these terms and conditions.
For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:
- activity by the Costumer or anyone for whom in law the Costumer is responsible which is directly or indirectly intended to inflate the Commissions payable to the Costumer;
- the generation of leads other than by a mechanism approved by Nativly;
- activity by the Costumer or anyone for whom in law the Costumer is responsible which is not in accordance with the Platform; and
- activity which is determined by the Costumer, in its discretion, to be fraudulent.
Nativly may at any time audit Costumer for compliance purposes. Costumer agrees to provide Nativly with any reasonable information necessary to conduct an investigation into Costumer compliance with law and this Agreement.
4J. MISCELLANEOUS CUSTOMER TERMS
Neither Party may assign the Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other; provided, however that either party may assign its rights or delegate its duties under the Agreement, in whole or in part, without the other's consent, in connection with a merger, reorganization or sale of all, or substantially all, of the assignor's assets, provided that the successor entity shall have sufficient resources to fully perform the Agreement and shall assume the obligation to fully perform the Agreement.
The Agreement shall be governed by and construed in accordance with the laws of British Virgin Islands.
No press releases or general public announcements shall be made without the mutual consent of Customer and Nativly. Nativly shall have the right to include Customer’s name on Nativly’s client list and in other marketing materials.
All notices under the Agreement will be in writing and will be delivered by personal service, confirmed fax, express courier, or certified mail, return receipt requested, to the address of the receiving party set forth on the IO, or at such different address as may be designated by such party by written notice to the other party from time to time. Notice will be effective on receipt.
No failure of either party to enforce any of its rights under the Agreement will act as a waiver of such rights. If one or more provisions of the Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from the Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.
Neither party shall be liable for any delay or failure to perform any of its obligations set forth in the Agreement due to causes beyond its reasonable control. Neither party shall be liable for any unavailability or inoperability of the Internet, technical malfunction, or computer error or corruption resulting in loss of data or other harm.
Customer and Nativly shall each act as independent contractors. Nothing in the Agreement shall be deemed or create or construed as creating a joint venture or partnership between the parties.
The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be modified without the prior written consent of both parties. In no event shall any purchase order, insertion order, invoice or other document submitted by Customer concerning the subject matter hereof have any force or effect unless signed by Nativly.
5. GENERAL TERMS APPLICABLE TO ALL USERS
5A. USER CONDUCT
- to abuse, harass, threaten, impersonate or intimidate other Nativly users or Content providers;
- in any manner that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
- for any illegal or unauthorized purpose. You agree to comply with all local laws regarding online conduct and acceptable content;
- to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Nativly user;
- to create or submit Spam to any other Nativly users or any URL;
- to violate any laws in your jurisdiction (including but not limited to copyright laws);
- to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;
- via use of any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;
- to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our Service infrastructure;
- to interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
- to bypass any measures we may use to prevent or restrict access to the Site;
- with the intention of artificially altering the Recommendations, or any other Nativly service, including by way of creating separate user accounts for the purpose of artificially altering Nativly’s services; artificially inflating clicks on Recommendations or Promoted Content, or participating in any other organized effort that in any way artificially alters the results of the Service.
The following sites are strictly prohibited from using the Service and Nativly will actively terminate the Service from sites it finds to be in violation of these prohibitions: sites displaying adult, obscene, pornographic, libelous, infringing abusive or defamatory content, sites participating in, or encouraging participation in, illegal activities, sites that promote hate and discrimination, sites that facilitate the sale of firearms or illegal drugs. In addition, Nativly reserves the right in its sole editorial discretion to disable its Service on any site. Nativly, in its sole discretion, may remove any Content from the Site for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), at any time.
Each party agrees that with respect to any Confidential Information (as defined below) that is disclosed by one party to the other in connection with the Agreement, the party receiving such Confidential Information shall not disclose such Confidential Information to any third party, or use it for any purpose, except in connection its rights and obligations under the Agreement. "Confidential Information" means all information concerning a party or any of its subsidiaries or affiliates that is not generally known to the public, which information is marked confidential or proprietary, or which under the circumstances ought reasonably to be treated as confidential or proprietary, and includes, without limitation, the terms of the Agreement. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is, as of the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party; (ii) was lawfully in the possession of the receiving party as of the time of disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is subsequently obtained from a third party not subject to an obligation of confidentiality with respect to the information disclosed.
Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee or agent, who has a need to know same, and who is bound by confidentiality obligations at least as restrictive as these contained herein. Neither party will use any portion of Confidential Information provided by the other party pursuant to the Agreement for any purpose other than as expressly set forth under the Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information strictly necessary to comply with the demands of any court order; law or governmental agency and Nativly may share Confidential Information of Customer with any holding company of Customer or with any subsidiary company of Customer’s holding company.
If Customer is acting on behalf of a Content provider, Customer authorizes Nativly to grant such Content provider (or any subsequent third party appointed by the Content provider) access to and a right to use the Campaign Details.
5C. PROPRIETARY RIGHTS
5D. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
If you are a Partner, by submitting any Content, you hereby grant Nativly a Group Ltd., non-exclusive, fully paid-up, royalty free, worldwide right to use such Content and your registered and unregistered trademarks, service marks, trade dress, graphics or logos (“Partner Marks“) in any of the following: (i) on the Site, any Nativly blog or newsletter; (ii) on any business development, commercial sales materials, or press releases; (iii) as any part of the Service; (iv) or in any other reasonable manner that a Partner might expect Nativly to use its Partner Marks.
5E. WARRANTY DISCLAIMER
5F. ADDITIONAL REPRESENTATIONS AND WARRANTIES/DISCLAIMERS FOR CUSTOMERS
Each party represents and warrants to the other party that: (i) it has all necessary rights and authority to enter into the Agreement and grant the rights and licenses under the Agreement; and (ii) the execution or acceptance of the Agreement (which includes the Campaign Details), and the performance of its respective obligations and duties pursuant to the Agreement, do not and will not violate any agreement to which such party is bound.
Customer further represents and warrants that: (i) the Content does not violate any applicable laws, rules and regulations and will not contain any material which may be harmful, abusive, obscene, threatening or defamatory; (ii) it has all necessary rights to permit and grants Nativly pursuant to the Agreement all such rights which are necessary for Nativly to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute the Content; and (iii) use of the Content in accordance with the Agreement will not infringe any intellectual property rights of any third party.
If Customer is an agency (or other third party acting on behalf of the provider of the Content), Customer represents and warrants that: (i) it is the authorized agent of the provider of the Content; (ii) it has the legal authority to enter into the Agreement and make all decisions and take all actions relating to the provider of the Content; (iii) it has entered into a written agreement granting the agent the authority to represent the provider of the Content in accordance with (i) and (ii) above (and shall submit such agreement to Nativly on demand). Customer further agrees that it is not acting on behalf of a French content provider exclusively through the Dashboard.
Any liability arising from the customer's non-compliance of any applicable rules of law implicated in the legal relations rests solely with the Costumer.
EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE AGREEMENT, NATIVLY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED -- INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE -- ABOUT ITS SERVICES AND THE PERFORMANCE OR SUCCESS OF ANY CAMPAIGNS MADE BY IT ON BEHALF OF CUSTOMER, OR THAT THE SERVICE WILL OPERATE UNINTERRUPTED, SECURE OR ERROR FREE.
5G. LIMITATION OF LIABILITY (APPLICABLE TO PARTNERS)
YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST NATIVLYIS TO DISCONTINUE USE OF THE SERVICE.
5I. LIMITATION OF LIABILITY (APPLICABLE TO CUSTOMERS)
EXCEPT WITH RESPECT TO CLAIMS ARISING FROM A PARTY'S INDEMNITY OBLIGATIONS, WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY PROVISION IN THE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, VENDORS OR AGENTS FOR ANY ACTION REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN TORT OR CONTRACT, ARISING UNDER OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION SHALL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT OF FEES PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM; AND (II) $50,000. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST REVENUES OR LOST PROFITS, ARISING OUT OF OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5J. FORCE MAJEURE
Nativly will not be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes.
5K. TERM AND TERMINATION
5M. CHOICE OF LAW AND JURISDICTION
The Agreement (and all non-contractual relationship arising out of or related to it) shall be governed by and construed in accordance with the laws of England. The parties hereby submit to the exclusive jurisdiction of the English courts.
5N. COPYRIGHT COMPLAINTS
We respect the intellectual property rights of others and require that those who use the Service do the same. If you believe that your proprietary work has been copied in a way that constitutes copyright infringement, please review our Notice for DMCA purposes.
5O. QUESTIONS OR COMMENTS
Any questions or comments regarding, or problems with, the Service should be sent to firstname.lastname@example.org
*Address mentioned here above is only operational and not legal/registered of the company. Such information is confidential and contains only in Insertion Order.