UNSCENE'S TERMS AND CONDITIONS

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Acceptance of Terms

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These Terms and Conditions (this “Agreement”) between Unscene (Pty) Ltd (“us”, “our”, “we” or “The Unscene”) and you (“Client”, “Customer” or “Brand”) dictate Customer access and use of our communications and design platform made available through www.the-unscene.com (this “Website”), our consultants, employees, and the subscription or other products we provide (the “products”). By making use of our Products and engaging with our services in any way or at any time you continue to agree and admit to understanding and having read the terms and conditions of this Agreement.

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Our digital platforms, governed by our Website, are managed and made operational by us from our administrative office in Cape Town, South Africa. Legal compliance for the use of our products outside of South Africa, for the legal requirements of other countries and/or territories, is the responsibility of the client.

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This Terms and Conditions Agreement will be maintained and updated from time to time. Continuing to use or access our products after such amendments, revisions, or additions will be considered your acceptance of the updates in its entirety.

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Our Products

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2.1 The use of and access to our products and their auxiliary services is subject to compliance with this Agreement, our prompt receipt of your payment(s) for subscription to the applicable price plan, and applicable product availability to you during the term for which you have purchased. We endeavour to provide the product(s) and their applicable service(s) under commercially viable efforts subject to scheduled downtime for maintenance and any other unplanned emergencies caused by environmental disasters or otherwise. Product development(s), innovation(s), modification(s), and/or discontinuation may take place without notice or consent and for any reason.

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2.2 Your access to and use of our product(s) and their applicable service(s) is subject to adhering to this Terms and Conditions Agreement. When we deliver such products and services it is assumed that you agree to provide: (i) the most current, reliable, fair, accurate, and reasonable information about you and/or your organisation as prompted by any form on our Website or submitted via any other Unscene communications platform; (ii) information maintenance of such credentials, briefs, revision request(s), and otherwise; (iii) ensure the security information such as password(s) and username(s) is safe; (iv) contact us immediately if any unauthorised access is granted; (v) the sole responsibility for any and all permissions and conduct on your account(s) or on your behalf.

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Every individual person or organisation who uses and/or accesses our products and services must have a separate username and password. Each person should have a dedicated and valid email address in order to authorise the use of the account. You agree to provide any additional information that may pertain to your use of our product(s) and their service(s).

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2.3 You claim responsibility for securing and maintaining communications to and from Unscene within your personal or organisational capacity in the form of telecommunications, internet access, and computer equipment and all reasonable external services such as bank accounts and internal human resources to access and make use of our product(s) and service(s) while being able to pay for all charges related thereto.

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2.4 Account termination includes the stopping, pausing, or denial of our product(s) and their service(s) without prior notice or consideration of liability to you or your organisation, if it is decided, with our exclusive and sole discretion, that you: (i) rescind your commitment to this Terms and Conditions Agreement, (ii) infringe on our company values, (iii) share username(s), password(s), and/or account information/access between more than one person, (iv) explicit abuse of our product(s) and their applicable service(s).

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2.5 “Licensed Media” and “Licensed Content” is any digital media that Unscene licenses or buys in connection with stock imagery, artwork, audio, fonts, design layouts, writing, and audio. You maintain sole and exclusive ownership of the rights, title, and interest in graphic design, strategy, and communications, the Licensed Media used to create your solutions is subject to the terms and conditions described in Section 6 below. No further rights or ownership is granted to you or your organisation beyond the terms herein. You grant Unscene irrevocable, nonexclusive, perpetual, transferable, and sublicensable right and licence to commercially develop programmes and interests in any such way that uses your feedback, suggestion(s), brief(s), and comment(s) which is provided by you or your organisation.

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2.6 Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the products for your internal business purposes. You may not access or use the products in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the products, (b) modify, translate or create derivative works based on the products, (c) use the products for any purpose other than its own internal purposes; or (d) use the products other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).

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2.7 Your continued compliance with our terms and conditions, inclusive of up-to-date receipt of payment(s) due for said product(s), means we grant you a revocable, non-exclusive, limited, non-sublicensable, non-transferable license to use and access our products for the purposes of your individual or organisational objectives. Our product(s) and/or their applicable service(s) may not be used to monitor, track, report, or assess their availability, quality, performance, or functions for competitive reasons.You are banned from and/or not allowed to permit a third-party to mimic, reproduce, or reverse engineer our products by (i) replicating our source code(s), (ii) convert, amend, create derivatives of and/or translate our product(s) or service(s); (iii) make use of products for purposed outside your personal or organisation’s use.

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Our Solutions

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3.1 You may use the products for any number of projects and scope that you have subscribed for under the applicable plan and as are appropriate based on the size of your account. While we accept unlimited requests and revisions, our output volume depends on many factors, namely depending on the total request volume and complexity. We will do our best to work with you to accommodate any priority items and your timelines, but we suggest you do not use our products for time-sensitive projects.

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3.2 We do our best to minimize any mistakes. However, due to the nature of creative design, we cannot guarantee all files delivered will be 100% error-free. When we deliver a file to you, you agree to review and proof all files for any errors or omissions and notify us if any changes or corrections are needed within seven (7) days of receipt. We will do our best to rush edits to correct any mistakes that you notify us about during this time period. If you notify us of any errors after that time period, we are not required to but intend to try to work with you to make corrections.

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3.3 The speed of your account is determined by how many subscriptions you have. A subscription is a measurement of output and represents what we can accomplish in a business day, with our team, our software, and our graphic design platform. What we can create with a single subscription depends on many factors, including, but not limited to: (i) the type of plan; (ii) the volume of requests; (iii) and the complexity of requests. We do not guarantee the amount of work that we can create with a single subscription. To increase the volume of work we can complete within a business day, we suggest you add subscriptions to your account.

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3.4 You are the owner and/or controller of all of your information, data or materials that you provide to us to use the products (“Customer Content”). By submitting Customer Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use Customer Content to provide the products.

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3.5 You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the deliverables, including all intellectual property rights therein. We agree that with respect to any deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such deliverables are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 4.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 4.6 and 5 below.

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3.6 In the course of providing the products, we may use certain pre-existing materials. We and our licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to any pre-existing materials. We grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the products or deliverables. We expressly reserve all other rights in and to such pre-existing materials.

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3.7 Unscene does not support and will not tolerate its Product(s) being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.

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Third-Party Stock Image and Video Providers

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4.1 Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use, including but not limited to use in your own design project. Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made available through the Premium Stock Service.

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4.2 To the extent that we license the Licensed Content from any third party, including but not limited to Adobe Stock, you agree to comply with the relevant third-party license. Except with our written permission, you may not: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content apart from a design deliverable prepared by us or as part of a design product for your own personal use; (ii) change, alter, adapt, translate, convert, modify, or make any derivative works of any Licensed Content; (iii) falsely represent that you are the original creator of any Licensed Content; (iv) use Licensed Content in a pornographic, defamatory, or another unlawful manner; (vi) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content as a standalone file or work.(vii) use Licensed Content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.

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4.3 Our licensors and we retain ownership over Licensed Content licensed from them, whether downloaded through our Stock products or incorporated into your graphic design deliverable. We reserve the right to terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of this Agreement. In the event of any termination, you will have no further right to make use of the Licensed Content, which may include the Licensed Content that we have included in your design deliverable.

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Privacy Policy

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5.1 Our privacy policy, which can be found at https://unscene.co.za/privacy-policy-2/ (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Website, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Website immediately. You must be at least age 18 to access this Website.

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5.2 Your information and privacy is of utmost importance to us. Our customer information management and privacy policies detail the use of your personal and corporate information. Using our Website and products means accepting the our Privacy Policy and how we manage your confidential information to better our services to you.This Privacy Policy will be maintained and updated from time to time. Continuing to use or access our products after such amendments, revisions, or additions will be considered your acceptance of the updates in its entirety.

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Rates and Payment

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6.1 Use of our products requires payment of recurring fees. Before we have any obligation to provide products, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified during registration, as updated (prospectively, not retroactively) by you from time to time. You agree that, upon registering for the products, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 2% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to terminate your account in the event of non-payment of amounts owed to us. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 6.

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6.2 We reserve the right to change our fees upon 5 days’ advance notice. By continuing to use the products, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.

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6.3 We hope you are pleased with our products. If for whatever reason, you are not, you may cancel your subscription with us at any time as your sole remedy. Upon cancellation, you will continue to have access to the products and your design files through the end of your current paid billing term. Once the billing term has ended after cancellation, you will no longer have access to the products and may lose access to your design files through the Website.

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6.4 You may request a refund from us if you cancel your subscription either: (i) within 30 days of signing up. After this 30 day window, we will not issue a refund. From time to time, we may refuse a refund request if, in our sole discretion, we find evidence of fraud, refund abuse, or other manipulative behaviour. Promotions, upgrades, and adjustments to existing plans are non-refundable.

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Confidentiality

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7.1 For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and products, research, images, development, design details and specifications, and marketing plans.

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7.2 During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you and will use your Confidential Information for no purpose other than for the products. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representative and agents who are involved in providing products to you. We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representative and agents.

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7.3 During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representative and agents to whom it is necessary to disclose our Confidential Information. You will be responsible to you for any breach of this provision by your employees, officers, directors, contractors, representative and agents.

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7.4 Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third-party source not directly or indirectly involving a breach of this Agreement.

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7.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.

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Right for Portfolio

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8.1 You hereby grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the products for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License at any time by sending written notice to connect@unscene.co.za. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes, however your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.

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Termination Terms

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9.1 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Product. All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

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9.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

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Warranty Disclaimer

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10.1 We represent and warrant that you will receive good and valid title license to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 10.2 THE Website AND THE products ARE PROVIDED “AS IS, AS AVAILABLE”. WE MAKE NO PROMISES ABOUT OUR products AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

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Waiving Liability

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11.1 WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS Website. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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Unlimited Indemnity

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12.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE products OR ANY DELIVERABLES. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

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Third-Party References and Links

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13.1 If this Website is available through any third-party platform, or if we provide links from this Website to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.

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Copyright Infringement & Protocol

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14.1 We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials from this Website by submitting written notification to our agent designated below.

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14.2 In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the ”DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Website, a representative list of such works; (iii) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the written notice is accurate; (vii) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

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Personal and Corporate Liability

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15.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

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Severability

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16.1 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

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Non-Waiver

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17.1 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.

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Force Majeure

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18.1 If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to a pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labour disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility products or other third-party products, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.

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Entire Agreement

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19.1 If you have executed a separate agreement with us applicable to your access to and use of this Website or our products, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.