Terms and Conditions

Howazit Ltd. Software as a Service (SaaS) Platform Terms and Conditions

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These Terms and Conditions (“Terms”) govern your (“Customer” or “You”) procurement and use of Howazit Ltd.’s (“Howazit”) proprietary Software-as-a-Service Platform and Services provided thought the Platform in accordance with an applicable Order Form (all terms defined below). These Terms, along with any ordering documents signed and/or accepted digitally by You for the Services and Platform (each an “Order Form”), represent the entire understanding between Howazit and You regarding the Platform and/or Services. Your execution of an Order Form referencing these Terms and/or access or use of the Platform shall be deemed your agreement to these Terms.

If you do not agree to these Terms, you may not use the Platform.

 

1.              Definitions

1.1.         “Agreement” shall mean the Order Form and documents incorporated into the applicable Order Form, including these Terms.

1.2.         “Authorized User” shall mean any named individual that Customer authorizes to use the Platform, including employees, agents, contractors, or representatives of Customer, solely for the internal use of Customer, subject to the terms and conditions of the Agreement.

1.3.         “Customer Data” shall mean any data, information, or other content, including, without limitation, Personal Data, Customer’s reports, End Customer Content that Customer or its Authorized Users submit to the Platform or otherwise provide to Howazit for use in connection with the Platform and the Services.

1.4.         “Confidential Information” shall mean all non-public information that the disclosing party protects against unrestricted disclosure to others that (a) the disclosing party or its representatives designate as confidential, internal, or proprietary at the time of disclosure, or (b) should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge through lawful means without any action by, or involvement of, the party to which the Confidential Information is disclosed; (b) is documented as being known to the applicable receiving party prior to its disclosure by the other party; (c) is independently developed by the applicable receiving party without reference or access to the Confidential Information of the applicable disclosing party and is so documented; or (d) is obtained by the applicable receiving party without restrictions on use or disclosure from a third party.

1.5.         “DPA” shall mean a Howazit data processing addendum which available at https://www.howazit.com/dpa/.

1.6.         “End Customer” means Customer’s customer being contacted and/or distributed content by Customer through the Platform.

1.7.         “End Customer Content” shall have the meaning ascribed to it in Section ‎10.1.

1.8.         “Personal Data” shall have the meaning ascribed to such term in the DPA.

1.9.         “Order Form” shall have the meaning ascribed to it in the preamble.

1.10.       “Platform” shall mean Howazit’s proprietary Software-as-a-Service platform as described under the applicable Order Form and the platform specifications attached thereto.

1.11.       “Service Level Agreement” or “SLA” shall mean a service level agreement incorporated into the Order Form detailing the response times in relation to Platform errors, and other support-related terms.

1.12.       “Service(s)” shall mean any and all services provided to Customer in connection with the Platform, including any features, products, content, applications, software, support, installation and training, all as described in the Order Form.

1.13.       “Third Party Materials” shall have the meaning ascribed to it in Section ‎13.

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2.              Platform Description

The Platform is designed to manage Your business customer experience by using digital engagements such as feedback collection to measure customer experience through surveys and analytics tools, as well as foster interactions and enhance engagements for Your business, all as set forth in the applicable Order Form and its annexes.

 

3.              Access Rights and Permitted Use

3.1.         Grant of Rights. Subject to the terms and conditions of the Agreement and payment of the applicable fees, during the term of the Agreement, Howazit grants to Customer a limited, non-exclusive, non-transferable right to access and use the Platform and Services solely by its Authorized Users for Customer’s internal business purposes as explicitly permitted in the applicable Order Form.

3.2.         Authorized Users. Customer may permit Authorized Users to use the Platform. Access to the Platform is limited to the number of users as specified in the Order Form. Customer shall not allow or suffer any Authorized Users to be used by more than one individual user unless it has been reassigned in its entirety to another individual user upon prior written notice of no less than five (5) days to Howazit (such reassignment to occur no more than twice per subscription year). Customer agrees that it will comply fully with the Agreement and all applicable domestic and international laws, regulations, statutes, ordinances that govern its use of the Platform and Services. Customer is responsible for ensuring that each Authorized User complies with the terms of this Agreement and shall be liable for any breach of the Agreement caused by Authorized Users, and shall cause each Authorized User to maintain a secure password for its own use of the Platform in a private and confidential manner.

3.3.         Technical Requirements. Customer shall be responsible to ensure that its computer, operating systems, computer networks and network connections, telecommunications facilities or mobile device meet all the necessary technical specifications to enable it to access and use the Platform. Howazit does not provide Customer with the equipment to access and/or use the Platform. Customer is solely responsible for all fees charged by third parties related to its access and use of the Platform (e.g., charges by Internet service providers or air time charges and to any Third-Party Materials as set in Section ‎13 below).

3.4.         Restrictions on Use. Customer shall not (directly or indirectly) nor permit, allow, or facilitate any third party to:

                   i.           Copying and Derivative Works: Copy, reproduce, translate, disassemble, decompile, make derivative works of, or reverse engineer the Platform or any part thereof, except as permitted under the Agreement.

                  ii.           Exceeding Entitlements: Exceed the subscribed quantities, users, or other entitlement measures of the Platform as set forth in the applicable Order Form, or circumvent usage metrics or product terms.

                 iii.           Removal of Proprietary Markings: Remove or destroy any copyright, trademark, or other proprietary markings on the Platform.

                 iv.           Transfer of Rights: Assign, sell, resell, sublicense, rent, lease, time-share, distribute, or transfer the rights granted under the Agreement to any third party.

                  v.           Modification and Reverse Engineering: Modify, reverse engineer, disassemble, decompilation or any similar manipulation or attempt to discover the source code of the Platform or any part thereof.

                 vi.           Source Code and Algorithms: Decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Platform, attempt to recreate the Platform, or use it for competitive or benchmark purposes.

               vii.           Interference and Disruption: Interfere with or disrupts the integrity or performance of the Platform or endangers its operation or security.

              viii.           Unauthorized Access: Attempt to gain unauthorized access to the Platform or its related systems or networks or perform unauthorized penetration testing.

                 ix.           Infringement and Unlawful Use: Enter, store, collect, or transfer any unlawful content or data on or through the Platform or infringe any intellectual property, privacy, publicity, or other rights.

3.5.         Suspension of Services. Howazit will be entitled, at its sole discretion, to immediately suspend Customer’s access to the Platform and/or discontinue the Service or any part thereof in case of Customer’s non-compliance with these Terms.

3.6.         Platform Availability. Customer acknowledges that the Platform may be inaccessible or inoperable at times due to equipment malfunctions, unscheduled maintenance, or causes beyond Howazit’s control, such as, without limitation, telecommunication failures, network attacks, or congestion. Howazit will make reasonable efforts to minimize and resolve such issues promptly, all in accordance with the terms of the applicable SLA attached to the Order Form.

3.7.         Provision of Services. Howazit will provide the Services in accordance with the terms specified in the Order Form.

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4.              Customer Data and Privacy

4.1.         Customer Data. Customer will have sole responsibility for (i) the accuracy, quality, and legality of the Customer Data; (ii) providing notice to its client, customers and Authorized Users with regards to how Customer Data will be collected and used for the purpose of the Platform; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with Howazit (to the extent applicable); (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations including applicable data protection laws;

4.2.         License Grant. Customer grants Howazit during the applicable Term a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right and license to grant sublicenses through multiple tiers to vendors providing services to Howazit, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data as necessary to provide the Services to Customer. 

4.3.         Personal Data. Howazit’s DPA shall apply to Personal Data processing activity.

4.4.         Security. Customer will maintain reasonable security standards for its Authorized Users’ use of the Platform. Howazit will employ commercially reasonable security standards to secure the Customer Data on the Platform from unauthorized use or disclosure and from any destructive elements. Except to provide the Services and otherwise as permitted under the Agreement, Howazit shall not use or allow third parties to use the Customer Data.

4.5.         Data Retention and Deletion. Subject to applicable law and unless otherwise agreed under an applicable Order Form, upon termination or expiration of the applicable Order Form, at Customer’s written request, Howazit will return or make available to Customer the applicable Customer Data within thirty (30) days. Howazit may retain a copy of the applicable Customer Data for a period of two (2) years (the “Retention Period”) during which time Customer may request to retrieve such Customer Data. After the Retention Period, Howazit shall permanently delete the Customer Data and all copies thereof except to the extent prohibited by law, which shall be subject to the Confidentiality provision of the Agreement.

4.6.         Analytics Data. Howazit monitors the performance and use of the Platform by Customers and collects data in connection therewith (the “Analytics Data”). Howazit may use Analytics Data during and after the Term, alone or in combination with the Analytics Data of other Howazit’s customers, and/or in combination with certain aggregated data, in general, aggregated, non-personally identifiable form in connection with evaluating and improving Howazit’s products, technology, goods, and services and for statistical purposes; provided, however, that the Analytics Data is anonymized in compliance with all applicable privacy laws and does not identify Customer, its Authorized Users, or any individual.

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5.              Fees and Payment

5.1.         Fees. In consideration for the right to access and use the Platform and/or Service under the Agreement, Customer shall pay Howazit the fees upon such terms and dates stated in the Order Form. If Customer does not pay fees in accordance with the terms of the Agreement, Howazit may suspend Customer’s use of the Platform until payment is made. Any fees not paid when due will accrue interest at the maximum legal rate, unless otherwise agreed under the applicable Order Form.

5.2.         Taxes. All fees and other charges imposed under an Order Form are non-refundable (except as otherwise stated herein), net amounts and are payable in full, without any deduction of any kind including for taxes and/or duties. Customer is responsible for all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with the Agreement or its use of the Platform, except for taxes based on Howazit’s net income. If Howazit is required to pay taxes, Customer will reimburse Howazit for those amounts and related costs within thirty (30) days of receiving a written request from Howazit, accompanied by appropriate documentation.

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6.              Term and Termination

6.1.         Term. The term of the Agreement shall be set in the Order Form or until such time that it is earlier terminated in accordance with its provisions set hereunder, or as otherwise stipulated in the Order Form.

6.2.         Termination For cause. Either party may terminate the Agreement:

                   i.           Upon 30 days’ prior written notice if the other party materially breaches the Agreement unless the breach is cured during that 30-day period. Notwithstanding the foregoing, Howazit may immediately, by written notice to Customer, suspend or terminate the Agreement in case of Customer’s breach and/or failure to comply with any of the provisions of Sections ‎3 (‘Access Right and Permitted Use’), ‎7 (‘Intellectual Property Rights’), ‎8 (‘Confidentiality’), or ‎11 (‘Indemnification’).

                  ii.           Immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

6.3.         Effects of Termination. Upon termination of the Agreement,

                   i.           Customer shall cease to use the Platform;

                  ii.           Each party shall cease to use and shall either destroy or return to the discloser any Confidential Information in its possession, upon the applicable discloser discretion, provided that each party may retain a copy of such Confidential Information for archival purposes to the extent permitted under the applicable law and that Howazit shall retain Customer Data as further set forth in Section ‎4.5.

                 iii.           If the Agreement is terminated by Customer for cause due to a material breach by Howazit (in accordance with Section ‎6.2), Customer shall be refunded pro-rata for any subscription fees paid for the remaining term of the subscription period (to the extent that such fees were prepaid). The refund will be calculated based on the number of months remaining in the subscription period from the effective date of termination.

6.4.         Survival. Termination of the Agreement shall not affect any provision of the Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination, including without limitations Sections ‎4, ‎6, ‎7, ‎8, ‎10, ‎12 and ‎14.

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7.              Intellectual Property Rights

7.1.         Howazit Ownership. All right, title, and interest (including any and all intellectual property rights) in and to the Platform and/or Services and any improvements and enhancements thereto, including all deliverables and work products compiled or developed by Howazit in the performance of the Agreement, shall at all times remain with Howazit. No rights in the Platform or under any Howazit intellectual property rights are granted to Customer except as explicitly provided in Section ‎3.1.

7.2.         Customer Ownership. Customer retains all rights in and related to the Customer Data.

7.3.         Feedback. Customer may provide Howazit with feedback on the Platform’s functionality and performance, including potential errors, enhancements, and improvements (“Feedback”). Any Feedback, suggestions, or ideas provided by Customer may be used by Howazit to improve its products and services. All rights to such Feedback shall vest solely with Howazit.

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8.              Confidentiality

8.1.         Confidential Information also includes, without limitation, (i) with respect to Company, the Platform and any and all source code relating to any of the foregoing, and any other non-public information or material regarding Company’s legal or business affairs, financing, customers, properties, pricing, or data and all other information obtained during the use of the Platform as permitted hereunder; (ii) with respect to Customer, any non-public information or material regarding Customer’s legal or business affairs, financing, Authorized Users, properties, or Customer Data; and (iii) with respect to each party, the commercial terms of the Agreement.

8.2.         Use of Confidential Information. Each receiving party will:

                   i.           Maintain all Confidential Information of the disclosing party in strict confidence.

                  ii.           Not disclose any Confidential Information of the disclosing party to any person other than its affiliates, employees, contractors, agents, legal representatives, accountants, or other professional advisors (“Representatives”), provided that the receiving party reasonably believes that its Representatives have a need to know to fulfill its obligations and exercise its rights under the Agreement and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein.

                 iii.           Not use or reproduce any Confidential Information of the disclosing party for any purpose other than the purpose of the Agreement.

                 iv.           If the receiving party is legally compelled to disclose any of the other party’s Confidential Information, it will provide the disclosing party prompt prior written notice of such requirement so that the disclosing party may seek a protective order or other appropriate remedy. The receiving party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use commercially reasonable efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

8.3.         Return or Destruction of Confidential Information. Upon the disclosing party’s request, the receiving party will promptly destroy or return the disclosing party’s Confidential Information, including copies and reproductions thereof.

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9.              Warranties and Disclaimers

9.1.         Compliance with Law. Each party represents and warrants it shall comply with all laws and regulations applicable to it in connection with the operation of its business and the use of the Platform and/or Service.

9.2.         Platform Warranty. Subject to Customer’s use of the Platform strictly in accordance with Howazit’s descriptions, specifications, instructions and documentation and the absence of any misuse, damage, alteration or modifications thereto, Howzit warrants represents and undertakes to Customer that as at the date of the Agreement and throughout the subscription period the Platform shall conform in all material respects to its description in the Order Form. The foregoing warranty shall not apply in case of: (i) hardware, operating system and/or third parties’ software failure or any other malfunction not resulting from the Platform; (ii) operator error by those persons using the Platform (including, without limitation erroneous data entry), or (iii) corruption of the Platform or data generated by the Platform from any harmful code from any source other than Howazit. If during the subscription period, Customer notifies Howazit of any defect or fault in the Platform in consequence of which it fails to conform to the above warranty, Howazit shall respond and resolve the relevant defect or fault within the framework of the SLA.

9.3.         Services Warranty. Any Services furnished or provided by Howazit to Customer hereunder shall be provided by adequate numbers of appropriately experienced, qualified and trained personnel with adequate levels of skill, care and diligence in a timely and professional manner and in accordance with good industry practice.

9.4.         Customer Representations and Warranties with respect to Customer Data. Customer represents and warrants to Howazit that Customer possesses all rights, authorizations, and approvals required to lawfully upload the Customer Data onto the Platform and share the Customer Data within the Platform and/or otherwise make use of the Service with respect to the Customer Data and to distribute Customer Data to Customer’s end-customers. Customer further warrants and represents that the display, storage, access to, and/or use of such Customer Data by Customer, Howazit or any third party in connection with the Services does not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy, or other rights of any third parties.

9.5.         Disclaimer. Except as expressly provided herein, the Platform is provided “as is”. Howazit disclaims any and all warranties, representations, and conditions relating to the Platform and/or Services, whether express or implied including, but not limited to, any representation, warranty, or condition of merchantability, fitness for a particular purpose, non-infringement or that the Platform and/or Services will perform error-free or uninterrupted or with respect to the functionality and performance of the Platform or use of information and services obtained thereof. No information or advice given by Howazit or its agents, employees, or representatives, whether oral or written, shall create any representation or warranty.

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10.           End Customer Content

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10.1.       End Customer Content. Customer acknowledges and agrees that, except as expressly provided herein, the Platform constitutes only a platform which may be used to distribute content to End Customers for the purposes set forth in Section ‎2 and does not contain any content generated, prepared and/or delivered by Howazit. Customer is solely responsible and liable for any and all information, data, text, messages, links, graphics, video, recommendations, notifications, offers, promotional materials or other materials, uploaded by Customer to the Platform for distribution to End Customers (collectively, “End Customer Content“). Without derogating from the generality of the foregoing, Customer hereby undertakes to comply with any applicable laws and third party rights pertaining to distribution of End Customer Content to End Customers.

10.2.       End Customer Content Removal. Howazit reserves the right to edit or remove End Customer Content if it becomes aware of and determines to be harmful, offensive or otherwise in violation of these Terms and/or any applicable laws.

10.3.       Howazit Content Services. Notwithstanding anything to the contrary in this Section ‎10, Howazit may recommend and/or offer and/or suggest content for you to distribute to End Customers through the Platform (the “Howazit Content”) in addition to, or instead of, the End Customer Content. Howazit shall not be liable in any event for your use and/or distribution of any Howazit Content to End Customers and you are fully responsible for using and/or distributing any Howazit Content to End Customers and ensuring such use and/or distribution are in compliance with any applicable law, including, without limitation, any applicable privacy, date protection and anti-spam laws.

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11.           Indemnification

11.1.       Customer Indemnification Obligation. Customer assumes all responsibility and liability for, and shall defend and indemnify Howazit and its Affiliates and subcontractors for any third party claims resulting from or arising out of the Customer’s use of the Platform and/or Services and/or the use of Customer Data for the purpose of the Agreement, except for such claims or liabilities for which Customer is entitled to indemnification under Section ‎11.2 below.

11.2.       Howazit Indemnification Obligation. Howazit assumes all responsibility and liability for, and shall defend and indemnify Customer for any third party claims resulting from or arising out of the Customer’s use of the Platform and/or Service infringes or misappropriates any patent, trademark, trade name or copyright of a third party, except to the extent that such third party claim is based upon or arises from: (a) the use of the Platform or any portion thereof in combination with any other software, hardware and/or other product not supplied by Howazit if such infringement would not have occurred but for such combination; (b) the use of the Platform in a manner for which it was not designed or authorized for use hereunder; or (c) use of a superseded release of the Platform if such infringement would have been avoided by the use of a current unaltered release of the Platform provided by Howazit to Customer.

11.3.       Indemnification Procedure. These obligations to indemnify shall only apply if (i) the indemnified party gives the indemnifying party written notice of any such claim within thirty (30) days of it becoming aware of the claim, (ii) the indemnified party cooperates fully in the defense of the claim, (iii) the indemnified party enters into no settlement of the claim without the indemnifying party’s prior written consent, and (iv) the indemnified party grants indemnifying party the right to assume the sole control over the defense of any such claim.

11.4.       Infringement of Third Party IP Rights. In the event the Platform is held by a court of competent jurisdiction or is believed by Howazit to infringe third party rights, Howazit shall have the option to: (i) replace the Platform without additional charge, with a compatible, functionally equivalent, and non-infringing product; (ii) modify the Platform  to render it non-infringing and retain all functionality of the Platform ; (iii) obtain a license for Customer to continue use of the Platform for the duration of the Order Form; or (iv) terminate the Agreement and refund Customer the pro-rata fees actually paid for the Services not provided, to the extent that Customer is unable to use the Platform and/or Howazit is not capable of rendering the Services intended to be provided against such paid fees.

11.5.       Exclusive Remedy. The provisions of this Section ‎11 state the sole, exclusive, and entire liability of the parties and subcontractors to the other party, and is the other party’s sole remedy with respect to covered third-party claims and to the infringement or misappropriation of third-party intellectual property rights.

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12.           Limitation of Liability

12.1.       Unlimited Liability. Neither party’s liability is limited with respect to:

                   i.           Indemnification obligation under Section ‎11 above.

                  ii.           Death or bodily injury directly caused by a party.

                 iii.           Losses arising out of a party’s wilful misconduct.

                 iv.           Customer’s failure to pay any fees due under the Agreement.

                  v.           Breach of the provisions under Section ‎7 and ‎8 above.

12.2.       Exclusion of Liability. Neither party nor anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with the Agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if such party has been advised of the possibility of such damages or loss.

12.3.       Liability Cap. Subject to Section ‎12.1 above, the maximum aggregate liability of Howazit to the Customer for all events in connection with the Agreement will not exceed the fees paid for the Platform in the 12-month period preceding the Customer’s claim.

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13.           Third Party Materials

13.1.       Access and Use of Third Party Materials. Customer may access, review, display, or use third-party services, resources, content, data, information, software code (including suggested code), and/or links to other websites or resources (“Third Party Materials”) via the Platform. The use of the Services may require access to these Third Party Materials. Customer assumes all risks arising from such access and use, and Howazit disclaims any liability arising from Customer’s access to or use of Third Party Materials through the Platform.

13.2.       Disclaimer of Liability. Customer acknowledges and agrees that Howazit:

                   i.           Is not responsible for the availability, accuracy, integrity, quality, or lawfulness of Third Party Materials or the products, services, or deliverables available from such Third Party Materials.

                  ii.           Has no liability to Customer or any third party for any harm or losses suffered as a result of access to or use of Third Party Materials.

                 iii.           Customer’s ability to access or link to Third Party Materials does not imply any endorsement by Howazit of such materials or services.

13.3.       Authorization and Infringement. The Agreement does not authorize Customer to use any Third Party Materials except as expressly permitted by the owners of such materials. Unauthorized use may result in damages sought by the owners. Howazit reserves the right to discontinue Customer’s access to the Platform or terminate the Services in the event of any alleged infringement, misappropriation, or violation of third-party rights in connection with Third Party Materials. Customer must obtain appropriate approval to use any Third Party Materials, as Howazit cannot grant permission to use third-party content.

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14.           Miscellaneous

14.1.       Governing Law and Jurisdiction. The Agreement is governed by the laws of Israel, without application of its principles of conflicts of law. The parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to the Agreement to the exclusion of the jurisdiction of any other court; however, Howazit shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.

14.2.       Publicity. Howazit may identify Customer on Howazit’s website and other marketing materials as a user of the Platform.

14.3.       Assignment. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under the Agreement without the prior written consent of the other party, provided however, that Howazit may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of Howazit’s assets or other corporate reorganization.

14.4.       Severability. If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall in no way be affected, impaired or invalidated.

14.5.       Entire Agreement. The terms and provisions herein contained and in an Order Form and its annexes,  constitute the entire agreement between the parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof. No modification, amendment or correction to the Agreement shall be binding upon either of the parties hereto unless in writing and signed by the duly authorized representatives of both parties, provided however that Howazit may amend these Terms without prior consent of the Customer and they would apply upon their publication under https://www.howazit.com/terms-of-use/. The exchange of an executed Order Form by the Customer by electronic signature shall be sufficient to bind it to the Agreement and such Order Form. To the extent that there is any inconsistency between these Terms and an Order Form, that Order Form will supersede and govern.

14.6.       Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that party under the Agreement, or operate as a waiver of any breach by a party of any of the terms or conditions of the Agreement.

14.7.       Independent Contractor. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of the Platform and/or the Agreement.

14.8.       Notices. Any notice provided pursuant to the Agreement shall be in writing and shall be sent by registered mail, or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to Howazit shall be addressed to the address set forth in the Order Form, or to the address otherwise designated from time to time in writing by the parties. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand or by e-mail (with confirmation of receipt).

14.9.       Force Majeure. With the exception of Customer’s payment obligations herein, neither party will be liable to the other party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both parties will resume performance promptly after the cause of such delay or failure has been removed.

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This page was updated on March 9, 2025.

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