Service Terms and Conditions

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE SERVICE.

By signing any Quote issued for the provision of the Engage Service (as defined below), using or registering to the website at the address www.engage.com and any related website or domains owned or operated by Engage (the “Site”), by clicking “I accept”, or otherwise by accessing and using the Services, you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity which you represent (collectively “you” or “your”), have read and understood and agree to comply with these service terms and conditions (the “Terms”) which form a binding legal agreement between you and I.T COGNITIVE LTD d/b/a Engage.com and its affiliates (“Engage”, “us”, “we” or “our”). You further acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by Engage, is governed by the Engage Privacy Policy available at https://engage.com/privacy-policy, which is incorporated hereto by reference and made an integral part hereof (the “Privacy Policy” and together with the Terms, the “Agreement”).

You represent and warrant that you are at least 18 years old and, if you are entering into this Agreement on behalf of your employer or other legal entity you are representing, that you have full authority to bind said employer or other legal entity to this Agreement. Please note that if you are using an entity’s email address or details in registering for the Services, you are deemed to be an authorized representative of said entity. If you do not agree to comply with and be bound by this Agreement or do not have authority to bind your employer or other legal entity, please do not accept this Agreement and access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

If you have separately entered into an agreement to receive access and use of the Services directly with Engage (a “Direct Agreement”), then for as long as the Direct Agreement is in effect, the Direct Agreement will govern our relationship with you and your access and use of the Services, and this Agreement shall not apply to you.

1. Definitions
   1. “Affiliate” means, with respect to any entity, any other present or future entity Controlling, Controlled by, or under common Control with such entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
   2. “Content” means any and all content and information that Customer or its Permitted Users provide, upload, send or create through or in connection with the Services, including without limitation any files, documents, images, text, recordings, chat logs, transcripts, and similar data.
   3. “Documentation” means the manuals, specifications, and similar documentation accompanying the Solution or otherwise made available by Engage.
   4. “Intellectual Property Rights” worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
   5. “Permitted User(s)” Customer’s authorized employees, contractors and agents whose duties require their access to the Solution to fulfill the purpose of this Agreement and whose access to the Solution is controlled by Customer.
   6. “Professional Services” means design, customization, development, integration, training, or other professional services.
   7. “Solution” means Engage’s software as a service (SaaS) product identified in the Quote. References herein to “Solution” includes the Documentation, as well as any updates generally made available by Engage to its customers pursuant to any Support Services (as defined below).
   8. “Services” means the Solution together with the Support Services and any Professional Services.
   9. “Quote” means the ordering document the Parties have signed and entered into in respect of the Solution (including any revisions or renewals thereof that were approved in writing by both Parties). For the avoidance of doubt, any terms and conditions printed, or linked to, within the Quote, which are in addition to or otherwise inconsistent with the terms and conditions of this Agreement, shall be of no effect, unless explicitly stated otherwise with reference to this Agreement.
2. License
   1. License Grant. Subject to your compliance with this Agreement, and payment in full of applicable fees under a Quote, Engage hereby grants you, and you accept, a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Period set forth under the Quote to access and use the Solution to support your internal business operations, all in accordance with the license scope and terms set forth in the Quote and under this Agreement.
   2. Scope of License. The type and scope of the license will be specified in the applicable Quote. The Quote will specify any applicable metric usage parameters, add-on features and pricing relevant to any functionality available as part of the Services. As part of the license, the Quote will specify any number of authorized Permitted Users who may access the Solution. You shall ensure that you and your Permitted Users comply with this Agreement you shall bear full responsibility for any act or omission by your Permitted Users.
3. Restrictions on Use. You must not, and shall not allow any person acting on your behalf within your organization or any third party to: (i) copy, distribute, modify, translate, create derivative works of, or reproduce, the Services; (ii) decompile, reverse engineer or disassemble the Solution and/or any components thereof or otherwise attempt to obtain, receive, review, or otherwise use or have access to the source code for the Solution (or any part thereof); (iii) give, sell, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Services to any third party, including, but not limited to your affiliates, or use the Services in any service bureau arrangement; (iv) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (v) use any robot, spider, scraper, or other automated means to access the Services for any purpose; (vi) transmit or upload any viruses, spyware or other harmful, infringing or illegal content; (vii) take any action that imposes or may impose (at Engage’s sole discretion) an unreasonable or disproportionately large load on the Engage infrastructure; (viii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (ix) test the Solution or use the Solution in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without Engage’s prior written approval (i) remove, deface, obscure, or alter Engage’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Services differing from Engage’s own without Engage’s prior written, or otherwise represent that you have any proprietary interest in the Solution; (xi) use the Services to develop a competing service or product; and/or (xii) use the Services in any unlawful manner or in breach of this Agreement. You hereby agree to remain liable to Engage for any act or omission of a Permitted User that would constitute a breach of this Agreement if such acts or omissions were by you.
4. In order to use the Services, you have to create an account (“Account”). You must not allow anyone other than yourself or a Permitted User to access and use your Account. You acknowledge and agree (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that Permitted Users keep, all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify Engage in writing if you become aware of any unauthorized access or use of your Account or the Service. Engage will not be liable for any loss that you may incur as a result of unauthorized use of your account, or account information, or any Services or materials, either with or without your knowledge.
5. Support Services and Professional Services. For any purchased license and subject to payment of applicable fees, Engage shall provide standard support services (“Support Services“) in accordance with its standard service level agreement as provided by Engage along with your Quote, and as may be amended from time to time.
6. Professional Services. If you requested to receive certain Professional Services from Engage under your Quote, the scope, fee and terms of such Professional Services shall be set forth in the applicable Quote.
7. Fees
   • Fees. Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in the Quote, all in accordance with the subscription, licensing plans and license use metrics set forth therein. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Quote, be determined by Engage’s then-current subscription fees. All fees are stated, and shall be paid, in either US Dollars/NIS/Euro, as set forth in the Quote, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. Unless otherwise specified in the Quote, invoiced amounts for which no due date is otherwise established will be due and payable within thirty (30) days from receipt of an invoice. Any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of: (a) the rate of one and a half percent (1.5%) per month; and (b) the highest amount permitted by applicable law.
8. Your Content
   1. Rights to Your Content; License. You retain all rights to your Content and we do not own or license your Content. We may use, modify, reproduce, and distribute your Content in order to provide and operate the Services. You shall have sole responsibility and liability for your Content. Engage does not provide back-up or archive services and the Permitted Users are solely responsible for maintaining adequate backups of your Content. You hereby grant Engage a worldwide, royalty-free license to use, copy, host, store, display, reproduce, modify, adapt, edit, translate and create derivative works of your Content for the purpose of providing the Services to you. You warrant that (i) you have the right to upload or otherwise share Content with us and that you have obtained all necessary consents under any applicable laws, including any privacy related laws, to effectuate Engage’s rights to use the Content as contemplated herein, (ii) your uploading or processing of your Content in the context of our Services does not infringe on any rights of any third party; (iii) the Content does not contain any threatening, offensive, racist, hateful, violent, sexually explicit, obscene, libelous, defamatory, false, misleading or otherwise inappropriate content; (iv) the Content does not and will not contain any unsolicited mass messages, promotions, advertisements, or solicitations (like spam), including commercial advertising and informational announcements; and (v) ) the Content is free of viruses, trojans, time-bombs and any other malicious code. Engage shall employ and maintain commercially reasonable safeguards to protect the security and confidentiality of your Content. Engage will not use or disclose Content except: (a) as required to provide the Services, (b) as required by applicable law, or (c) as expressly requested or permitted by you.
9. Intellectual Property Rights
   1. Engage IP. The Services, including without limitation, the Site, Solution, related documentation and any underlying data, software, platforms, algorithms, technology, bots, design, UI, any information, services and features, Feedback (defined below) and any modifications, enhancements and derivatives thereof, as well as any of Engage’s marks and logos (“Engage IP”), are Engage’s or its licensors’ property, and that all right, title, and interest in and to the Solution and Services, including associated Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to Engage IP, are and shall remain with Engage. This Agreement does not convey to you an interest in or to any Engage IP, but only a limited right of use revocable in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of Engage’s Intellectual Property rights under any law. You understand and acknowledge that the Services and Solution contain or include proprietary confidential information and trade secrets of Engage.
   2. Feedback. You may provide Engage with period feedback regarding the Service or Solution, including without limitation suggestions, ideas, bug notes and user experience testimonies (collectively, “Feedback”). Feedback shall not include your Confidential Information. Engage may, in connection with any of its services or solutions, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise and you hereby assign all right, title and interest in and to all Feedback to Engage upon creation thereof.
   3. Usage Data. Usage Data includes any data (other than Content) relating to the operation, support, or your use of the Services (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, Engage may collect and use Usage Data to develop, improve, support, and operate its products and services, and Engage may use such Usage Data for internal business purposes only to the extent such Usage Data has been aggregated and anonymized such that you, your Permitted Users or your end users cannot be identified.
   4. Third Party Components. Portions of the Solution may include third party software components that are subject to open source licenses or pass through commercial licenses (“Third Party Components”, and “Third Party Terms”, respectively). Some of the Third Party Software Terms may be made available to you in the Solution, its Documentation or via a supplementary list provided by Engage. Any covenants, representations, warranties, indemnities and other commitments with respect to the Solution in this Agreement are made by Engage and not by any authors or suppliers of, or contributors to such Third Party Components. Any use of Third Party Components is subject solely to the rights and obligations under the applicable Third Party Software Terms. If there is a conflict between any Third Party Terms and the terms of these terms, then the Third Party Terms shall prevail but solely in connection with the related Third Party Components. Notwithstanding anything in this Agreement to the contrary, Engage does not make any representation, warranty, guarantee, or condition, and does not undertake any liability or obligation, with respect to any Third Party Components.
10. Warranty. During the subscription term of the license, Engage warrants that the Solution, if operated as directed in the Documentation, shall operate substantially in accordance with the functional specifications in the Documentation. As the Solution is provided as a service through the Internet, Engage does not warrant that use of the Solution will be uninterrupted or that the operation of the Solution will be error-free or secure or that the Solution is designed to meet all of your business requirements. Engage’s sole liability and your exclusive remedy for any breach of this warranty shall be that Engage shall use commercially reasonable efforts to remedy any failure of the Solution in accordance with the terms of the Support Services so that the Solution shall materially conform to its Documentation, provided that (i) you are current in your payment obligations under this Agreement, (ii) you are not otherwise in material breach of this Agreement, and (iii) you notify Engage in writing of the claimed failure promptly upon discovery, with a specific description of the Solution’s nonconformance and Engage is able to replicate such nonconformance. Engage may disclaim any obligation or liability under this Section if it determines that: (i) the Solution has been altered, modified, or serviced other than by or with the approval of Engage; or(ii) the Solution has been improperly used in a manner other than as specified in the Documentation.
11. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ENGAGE HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ENGAGE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ENGAGE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND ENGAGE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ENGAGE OR ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE, MALFUNCTION, FIRE, ELECTRICAL FAILURE OR SHORT CIRCUIT), OR LOSS OF PROFITS OR DATA OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THESE TERMS OR THE SERVICE, EVEN IF ENGAGE OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OR INDEMNIFICATION FOR THIRD PARTY INFRINGEMENT CLAIMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ENGAGE AND/OR ITS LICENSORS, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO ENGAGE HEREUNDER DURING THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO DAMAGES.
13. Indemnification
    1. Engage Indemnity. Engage will defend you from and against all claims brought against you to the extent based on a third party claim that the Solution licensed by you infringes such third party’s intellectual property rights (a “Claim”), and will indemnify you for all losses, damages, fees, fines and penalties finally awarded by a court of competent jurisdiction or agreed in a settlement in connection with such Claims. Engage has no obligation or liability under this Section with respect to any Claim which is based upon or results from: (a) the unauthorized combination of any Solution with any equipment or software not furnished by Engage; (b) any unauthorized modification or use of the Solution; or (c) open source software components.
    2. Procedure. In the event of a Claim, as a condition for Engage’s indemnification obligation, you must: (a) give prompt written notice to Engage; (b) give Engage exclusive control of the investigation, defense and settlement of such Claim; (c) not enter into any settlement or compromise of any such Claim without Engage’s prior written consent (at Engage’s sole and absolute discretion); and (d) provide all reasonable assistance to Engage (provided that Engage reimburses you for your reasonable out-of-pocket expenses incurred in providing such assistance).
    3. Enjoinment and Remedy. Without derogating from Engage’s defense and indemnification obligations hereunder, should the Solution become, or in Engage’s opinion be likely to become, the subject of any Claim, then Engage may, at Engage’s option and expense, either: (a) procure for you the right to continue using such Solution; (b) replace or modify it so that it becomes non-infringing; or (c) if neither option is commercially reasonable, in Engage’s reasonable business judgment, require you to cease using the Solution and refund you for all unused fees paid in advance for the remainder of the Subscription Period under the license. This Section states the entire liability of Engage with respect to a Claim, and Engage shall have no additional liability hereunder or otherwise with respect to any alleged or proven infringement.
14. Confidential Information
    1. Confidential Information. all confidential and proprietary information that is provided by one party to this Agreement (the “Disclosing Party)” to the other party to this Agreement (the “Receiving Party”) in the course of or in connection with the Services that is either: (a) designated as confidential by the Disclosing Party at the time of disclosure; or (b) should reasonably be considered, given the nature of the information or the circumstances surrounding its disclosure, to be confidential (“Confidential Information”). Confidential Information shall not include information to the extent that the Receiving Party can demonstrate that such information: was independently developed by or for the Receiving Party without reference to or use of the information; was lawfully received from a source other than the Disclosing Party that has the right to furnish such Information; was or has become generally available to the public without breach of confidentiality obligations of the Receiving Party; was in the Receiving Party’s possession without restriction or was known by the Receiving Party without restriction at the time of disclosure.
    2. Restrictions on Use; Obligations of Confidentiality. Confidential Information shall be treated by the Receiving Party in a confidential manner, and must not be disclosed to any third party without the express written permission of the Disclosing Party, except that the Receiving Party may disclose such confidential information to its employees, agents and professional advisors, on a “need to know” basis, provided such employees, agents and professional advisors are subject to confidentiality obligations substantially similar to those herein. In any event, the Receiving Party will be liable to the Disclosing Party for any of its act or omissions with regard to confidential information, as though it performed those acts or omissions. The Receiving Party may only use the proprietary and confidential information, to the extent reasonably required for the provision and utilization of the Services, or performance and enforcement of this Agreement. In the event that the Receiving Party is required to disclose any confidential information under any law, regulation, or by order of a court or other competent authority, it shall promptly notify the Disclosing Party in writing of any such requirement (to the extent legally permissible) and to the extent disclosure is required, it shall be made to the minimum extent permissible by law.
    3. Injunctive Relief. The Receiving Party hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to the Disclosing Party that may be difficult to ascertain. Accordingly, the receiving party agrees that the Disclosing Party, without prejudice to any other right or remedy that it may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief to enforce obligations under the Agreement, without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith.
15. Changes to Services.We reserve the right to add, enhance, upgrade, modify or discontinue any functionality, feature or tool available through the Services or the Site as we deem appropriate and in our discretion without further notice. However, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an email.
16. Term
    1. Term. this Agreement shall become effective on the earlier date that you executed a Quote, gained access to or used the Service and until no Quotes remain outstanding pursuant to their terms unless otherwise terminated as per the provisions below (the “Term”).
    2. Quote Term; Subscription Period. The Quote shall remain in effect in accordance with the license term granted thereunder (the “Subscription Period”) If no such terms is so set forth, the Subscription Period shall continue in force for one (1) year from the date of such Quote. To avoid unintended service interruptions, the Subscription Period shall automatically renew for an additional one (1) year term, unless either party shall provide written notice to the other party, not less than sixty (60) days prior to such date of expiration, of its intention not to renew the Subscription Period.
    3. Termination. This Agreement may be terminated by either party, at any time prior to the expiration of the then-current Subscription Period if (i) the other party has committed a material breach of any of its obligations hereunder that has not been cured within thirty (30) days after receipt of written notice; (ii) you breach any obligation related to Engage Intellectual Property Rights which has not been cured within seven (7) days from written notice pertaining to such breach (or if incapable of being cured then immediately upon such written notice being given); or (iii) if (a) a receiver, manager, administrator, administrative receiver or similar figure under the law of any jurisdiction is appointed for either party or its property; (b) either party proposes or is subject to a general assignment for the benefit of or compromise or arrangement with its creditors or any class of its creditors; (c) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a moratorium, rescheduling or reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (d) either party is liquidated, wound up or dissolved. In the event that the license is terminated for your breach of this Agreement, all outstanding Quotes shall be immediately terminated.
    4. Effect of Termination. Upon termination and/or expiration of this Agreement: (i) you will lose all access to the Service and the license granted hereunder shall immediately terminate; (ii) all outstanding fees shall accelerate and become immediately due and outstanding; and (iii) you shall, at Engage’s election, erase or return to Engage all Engage Confidential Information in your possession or under your control. For a period of thirty (30) days from the effective date of termination of this Agreement we will provide you, upon your written request, with a reasonable opportunity to retrieve your Content, at a time nominated by us. We reserve the right to permanently delete from our (or our third-party service provider’s) servers any data that may be contained in your Account at any time following said thirty (30) day period. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 1, 3, 7-9, 11-14, 16.4, and 17 shall survive any termination or expiration of this Agreement without limitation of time.
17. Miscellaneous
    1. Entire Agreement. This Agreement, all Quotes, the Privacy Policy and the Support Service terms represent the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. This Agreement may only be amended by a written instrument duly signed by each Party. The Section and subsection headings used in this Agreement are for convenience only.
    2. No Third-Party Beneficiaries. Unless otherwise expressly provided herein, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Engage or the Engage Affiliates and successors or assignees any rights, remedies or other benefits under or by reason of the Agreement.
    3. Customer Name and Logo. Engage may use your name and logo on its Site and in its promotional materials to state that you are a customer of Engage and using the Solution.
    4. Assignment. this Agreement, and any rights granted hereunder, may not be transferred or assigned, except that either party may assign the Agreement to its affiliates, or to an entity into or with which it is merged, or which purchases all or substantially all its shares or assets.
    5. Modifications. We reserve the right, at our discretion, to change this Agreement at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
    6. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Israel without regard to its conflicts of law rules. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the competent federal and state courts located in Tel-Aviv, Israel, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum or other objections to such courts. Notwithstanding the foregoing, Engage may seek injunctive relief in any court worldwide that has competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is hereby disclaimed.
    7. Relationship. The Parties are solely independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party may make, or undertake, any commitments or obligations on behalf of the other.
    8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
    9. Force Majeure. Except for payment obligations, neither Party will be liable for failure or delay in performance of any of its obligations under or in connection with this Agreement arising out of any event or circumstance beyond that Party’s reasonable control, including without limitation an Act of God, fire, flood, lightning, war, revolution, act of terrorism, riot, civil commotion, adverse weather condition, adverse traffic condition, strike, lock-out or other industrial action, and failure of supply of power, fuel, transport, equipment, raw materials, or other goods or services.
    10. Remedies. Except as expressly provided otherwise in this Agreement, no right or remedy conferred upon or reserved by either Party under this Agreement is intended to be, or will be deemed, exclusive of any other right or remedy under this Agreement, at law, or in equity, but will be cumulative of such other rights and remedies.
    11. Waiver. No failure or delay on the part of either Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving Party, and will be valid only in the specific instance in which given.

If you have any questions (or comments) concerning this Agreement, you are most welcome to send us an e-mail to [email protected].

© All rights reserved, Engage.

Last Revised: January, 2022