General Terms and Conditions

version: 2018

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE EVALURATE PLATFORM AS THEY GOVERN YOUR ACCESS AND USE OF THE PLATFORM, APPLICATION AND OTHER SERVICES PROVIDED BY EVALURATE. BY USING THE PLATFORM YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS WHICH CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND EVALURATE AND/OR ANY THIRD PARTY THAT YOU MAY LEGALLY REPRESENT.

1. Agreement Terms and Conditions

evalurate (“Evalurate”) operates an Internet-based freight rate automation platform including the Evalurate corporate website (https://www.Evalurate.com, the “Site”) and mobile application (“Application”), (both collectively or separately referred to as “Platform”), that allows logistics service providers (“Logistics Service Providers”, or “LSP”) and customers of LSPs (“Customers”), (both respectively referred to as “Users”), to collaborate across a range of logistics procurement and management activities and to gain access to industry information, services, writings, graphics, media and data files and other text and content materials using the Platform. Through the Platform, Users are able to post, receive and reply to Quote Requests and provide or receive Logistics Services, including the exchange of information and documents critical to establishing and conducting Logistics Services as described further below to or from other Users. By using the Platform you enter into a legally binding agreement with Evalurate and you agree to comply with the terms and conditions set forth herein (hereinafter referred to as “these Terms” or “Agreement”). To become a User, you must register as such via the website and accept the terms and conditions contained herein. If you enter into these Terms on behalf of or for the benefit of any third party you hereby agree and represent that you have the authority to legally bind such entity to these Terms.

2. Modifications

Evalurate may, at its sole discretion, update and revise this Agreement at any time by posting the amended Agreement on the Platform. We will notify you of amendments to these terms and conditions by email at the email address registered in your Evalurate Account. Your continuous use of the Platform following the posting of any changes to the terms of this Agreement constitutes acceptance of those changes. Your use of the Platform is subject to your continued compliance with the terms and conditions. If the modified terms and conditions are not acceptable to you, your only recourse is to cease using the Platform. The effective date of any revision or amendment will be the date on which the revised Agreement is posted on the Platform. Without limiting the generality or effect of the foregoing, Evalurate may also add, delete or modify some or all of its Professional Services and/or Software Services at any time in its sole discretion.

3. Key Terms

“Evalurate Customer Support” means support and maintenance provided to User for the Software Service.

“Evalurate Technology” means Evalurate’s proprietary technology, including Software Services, software, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Evalurate or Evalurate licensors).

“Confidential Information” refers to any information disclosed by one party to the other that can be reasonably understood to be confidential, including but without limitation to, any information of other Users, information related to RFQs and Quotes, and all financial, business, and technical information.

“Content” means any material, information and data provided by Users and made available to other Users through the Platform, including but without limitation to, company logos, trademarks and other copyrighted materials, pricing schemes, data related to the delivery and parcel, currency selections and other information related to RFQs, Quotes and Logistics Services.

“Logistics Services” means any services related to the management over the flow of goods and materials between points of origin to end-use destination provided by Logistics Service Providers, including but without limitation to, the handling, shipping, forwarding, warehousing, and packaging, as the case may be.

“Scheduled System Downtime” is the total time during which the Software Services are inaccessible due to planned maintenance.

“Subscription Fee(s)” means collectively the Fee and any other fees that Evalurate charges in consideration for its services.

 

“Software Services” means the marketplace services provided by Evalurate on its Site or Application. Software Services include Evalurate Customer Support for the Software Services.

“System Availability” means a percentage calculated by dividing the total time during which the Software Services are available for User to use by the total time in a given period, less the Scheduled System Downtime.

“Third Party Products/Services” means Evalurate’s licensors’ products and/or services.

“User Equipment” means User’s computer hardware and network infrastructure used to access the Platform.

“User Technology” means User’s technology, including User’s internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by User or licensed to User from a third party) and also including any derivatives, improvements, enhancements or extensions of User Technology conceived, reduced to practice, or developed during the User’s usage of the Platform by or on behalf of User.

4. Terms and Conditions Between Users and Disclaimer

This Agreement (and any other supplemental or additional agreement you enter into with Evalurate) governs your use of the Platform. The specific terms and conditions of a User’s purchase or sale of Logistics Services (such as pricing, warranties from providers, delivery, etc.) through the Platform are established between Users. Although Users will post Logistics Services on the Platform or will post inquiries on the Platform, Evalurate is merely a venue for Users to agree upon the terms of transactions. Evalurate does not set nor endorse the price, contract terms, quality, safety, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of Users to sell or provide the Logistics Services or the ability of Users to buy Logistics Services. We cannot and do not control whether Users will complete the sale of Logistics Services they offer. We are not responsible for the payment or collection of orders made through this Platform.

5. Using Evalurate & Obligations of Users

5.1 Interaction between Users: As a User you may post, receive and reply to Rate Requests and provide or receive Logistics Services, including the exchange of information and documents critical to establishing and conducting Logistics Services. When posting a Rate Request you may provide all necessary information with regards to your desired Logistics Services, such as shipment address, parcel’s content, size and weight, preferred payment currency, and others (“Rate Request(s)” or “RFQ(s)”). Customer’s Rate Requests will be made available via the Platform and selected LSPs will be able to provide a quotation based upon the information provided in the RFQ, including further information such as freight mode, weight charges and any applicable surcharges (“Rate(s)”). LSP may limit the validity period of the provided Quote and/or edit, and/or cancel its Quote at any point while it is still pending (i.e. not accepted by Customer). Customer may activate a Quote as long as such Quote has not been cancelled by LSP or expired. Customer understands and agrees that through the activation of a Quote, Customer enters into a legally binding agreement with the LSP and thereby accepts any terms, conditions, rules and restrictions imposed by the LSP with regards to the Logistics Services (such as delivery terms, warranties of LSP, liability and limitation thereof), and any such agreement must not violate any of the Terms as set forth herein. User agrees that Evalurate merely acts as the facilitator by providing a venue for Users to connect. Any agreement User enters into, with LSP or respectively Customer, is between such Users, and Evalurate is not a party to it. Upon activation of a Quote to LSP, LSP shall provide its Logistics Service as agreed upon and is solely responsible for performing its Logistics Services. Once LSP submits the final invoice, outside of the Evalurate platform, for the avoidance of doubt, Evalurate itself does not serve as a payment collection agent or remittance agent and does not assume any liability for any acts or omissions of any User.

5.2 No Endorsement or Review: Evalurate does not review or endorse any fees of LSPs or Quotes, LSP’s delivery terms, truth or accuracy of Users’ posted Content, safety, quality, performance, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of LSP to sell or provide the Logistics Services or liquidity of Users. User acknowledges and agrees that User is solely responsible for creating, managing, editing, reviewing, testing, deleting, and otherwise controlling the Content User posts on the Platform. User shall be responsible for any liability associated with Evalurate’s publication and distribution of User’s Content and User agrees to indemnify and hold harmless Evalurate from any and all claims whatsoever, that may arise from User’s Content posted on the Platform. User represents and warrants that the Content posted on the Platform and any transaction between Users (a) must not be fraudulent; (b) must not infringe any third party’s rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (c) must not violate any applicable law, statute, rule or regulation, (d) must not be obscene, indecent or contain pornography; (e) must not be defamatory, trade libelous, threatening or harassing; (f) must not be outdated or inaccurate in any way that could mislead any User; and (g) must not link directly or indirectly to or include descriptions of products or services that are prohibited by these Terms or any relevant laws or regulations. User acknowledges and agrees that Evalurate is not obligated and undertakes no responsibility to review the Content and to determine its truth or accuracy. However, Evalurate may take any action deemed necessary and appropriate with respect to any Content, including but not limited to the removal and deletion of Content that Evalurate, in it sole discretion, believes to cause any liability to Evalurate, Users or other parties or interfere with or impair Evalurate’s relationship with any User. Evalurate also reserves the right to temporarily or permanently disable a User’s account.

5.3 Logistics Services related to Dangerous Goods: The transportation of (i) dangerous goods, commodities or hazardous materials or (ii) goods, commodities or materials that may become dangerous or hazardous (hereinafter collectively “Dangerous Goods”) is subject to special safety considerations and legal requirements. The proper communication and evaluation of information relevant to the safe transportation of Dangerous Goods are User’s sole responsibility. Evalurate does not warrant, verify or monitor the appropriateness, accuracy or completeness of the information relevant for transportation safety of Dangerous Goods, or the aircraft, vehicle or vessel carrying them. LSP agrees to exercise special care when arranging for the transportation of Dangerous Goods. LSP also warrants (a) that their personnel are trained properly pursuant to applicable laws, regulations and standards of care with respect to Dangerous Goods, (b) that Dangerous Goods are accurately identified, (c) that the risks and hazards associated with the transportation of Dangerous Goods are properly communicated to relevant parties, and (d) that Dangerous Goods are transported consistent with the risks and hazards.

6. Cancellation

Upon cancellation of an awarded Quote, cancellation follows LSP’s terms and conditions with respect to any applicable cancellation and/or service fees due.

7. Policy Enforcement

Evalurate acts as the facilitator by providing a venue for Users to connect and sell or purchase Logistics Services. While Users enter into a legally binding contract for the provision of Logistics Services as described above, Evalurate reserves the right to take a more or less lenient approach in ensuring all such agreements entered into between customer and LSP are in accordance with the Platform policies.

8. Marketplace Conduct

8.1 Applicable Laws: User understands and agrees that User is responsible to comply with all applicable local, state, federal, tax, and international laws, statutes, rules and regulations relating to User’s use of the Platform. User must not violate or breach any such applicable laws and regulations. User further undertakes to not use the Platform to facilitate collusion or other conduct in violation of antitrust laws or any applicable competition laws.

8.2 No Unauthorized Access: User shall not provide access to the Platform and/or User’s Account to other persons through use of User’s username or password. The User is solely responsible to ensure that it takes no action or omits to take action which in either case results in any other person utilizing User’s username or password. User bears all risk associated with the use of its Account by another party, except to the extent as due to the gross negligence of Evalurate.

8.3 No Malicious Intent: User agrees not to tamper in any way with the software or functionality of the Platform, not to utilize any malicious software or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information on the Platform.

8.4 Maintenance of Confidential Information & Privacy of Users: User agrees not to disclose other Users’ Confidential Information, including but not limited to, any information and related documents shared during any communication on the Platform. In addition, User agrees not to disclose Confidential Information of Evalurate, such as business and technical information, including but not limited to aggregated data, analytics and ratings. The foregoing restrictions shall not apply with respect to any information that (a) is or becomes generally known or publicly available through no act or failure to act on the part of the receiving party, or (b) is rightfully known by the receiving party at the time of receiving such information as evidenced by records. User agrees and undertakes to use the same degree of care to protect Confidential Information as it uses to protect its own confidential information with at least reasonable degree of care and to not disclose any information, except as for the purposes it is provided to User, or when required due to a judicial or governmental request or order and only in accordance with applicable laws. User shall not disclose, sell, rent or distribute another User’s information to a third party or use information for marketing purposes unless User obtains the consent of the specific User to do so.

8.5 No Infringement or Misappropriation: In connection with User’s use of the Platform, User undertakes to not infringe, misappropriate or violate the rights of any person or entity, including but not limited to, their intellectual property, privacy, or contractual rights.

8.6 No False Representations: User shall not impersonate, falsify or otherwise misrepresent itself of User’s organization.

8.7 No Solicitation: User shall not recruit or otherwise solicit any other User to join third-party services or websites that are competitive to Evalurate, without Evalurate’s prior written approval.

8.8 No Circumvention: User shall not use the Platform to find another User and enter into an agreement regarding Logistic Services independent of this Platform in order to circumvent to pay any Service Fees chargeable by Evalurate due to the provision of its services.

9. Software Services Provided

9.1 The Software Services and Professional Services provided hereunder will be performed by skilled and qualified personnel, in a professional manner in accordance with the standards of the computer services industry.

9.2 Evalurate will provide a ninety nine and one-half percent (99.5%) rate of System Availability measured on a calendar quarterly basis (the “Service Level”). The Service Level will not apply to performance issues (i) caused by factors outside of Evalurate’s reasonable control; (ii) that resulted from any actions or inactions of User or any third parties (e.g. lack of network availability or performance as provided by Evalurate’s bandwidth provider partners); (iii) that resulted from User Equipment.

9.3 Evalurate will give User notice of any Scheduled System Downtime. Scheduled System Downtime will not be factored into System Availability calculations.

9.4 Evalurate will regularly backup, at least daily, Software Services data. User agrees that in the event of any loss or damage to User’s data due to malfunction of the Software Services, Evalurate will restore lost or damaged data to the extent of its latest backup.

9.5 If the Software Services do not meet the Service Level, Evalurate will respond in accordance with the Customer Support policy.

9.6 The Service Level as set forth herein will apply only to the Software Services provided by Evalurate and does not apply to any Professional Services or to any service(s) that expressly exclude this Service Level. This section states User’s sole and exclusive remedy for any failure by Evalurate to provide software services.

9.7 User is responsible for the selection of software to satisfy its requirements, for its data, and for the data and other results obtained, and conclusions drawn, from operation of the Software Services. Evalurate will have no liability to User or third parties in connection with the use of such data, results and conclusions. In addition, User acknowledges that Evalurate does not and cannot control the flow of data to or from other portions of the internet. Actions or inactions of third parties may result in situations in which User’s connection to the internet, its use of Software Services, or information and systems may be impaired, disrupted or damaged. Although Evalurate will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Evalurate cannot guarantee that they will not occur. Accordingly, Evalurate disclaims any and all liability resulting from or related to such events

10. Access to the Platform

10.1 Equipment and Connections: User is responsible for providing all equipment necessary to access the Internet and the Platform. Evalurate will a) make available the computer hardware and software, telecommunications equipment and Internet access equipment required for the operation of such portals, as Evalurate deems necessary; b) and make all commercially reasonable efforts to ensure that the Platform is available to end-users, with regularly scheduled system downtime and other non-scheduled outages, where possible, occurring on the least disruptive day and time.

10.2 Availability of the Platform. The Platform is usually available 24 hours a day, 7 days a week pursuant to the Service Level as set forth in Clause 9. However, we retain the right to make the Platform unavailable from time to time for any reason. User agrees that Evalurate shall not be liable for any damages arising from any interruption, suspension or termination of the Platform.

10.3 Use of Passwords. Access to and use of the Platform is achieved through a combination of a username and password. A User with administrative privileges may add additional Users to enable multiple users within the User’s organization to use the Evalurate Platform. The username and password provide entry to the Platform and allows a User to perform a range of actions on the Platform. No User or other person is permitted to access the Platform using the username and password of any other User.

11. Support

Evalurate will provide Evalurate Customer Support with regards to the Platform as described in the Customer Support Policy.

12. Subscription Fees

In consideration for the use of the Platform, Evalurate charges, or may decide to charge in the future, certain Subscription Fees. Evalurate charges Customer a Subscription Fee on a monthly basis. Except as otherwise provided by any separate written agreement between Evalurate and User, Evalurate reserves the right to modify any fees or services at any time.

13. Termination and Account Deletion

13.1 Termination Rights. Unless as agreed otherwise in a separate written agreement, either Evalurate or User may immediately terminate any agreement and/or any service subscription by notifying the other party in writing or via e-mail.

13.2 User Obligations: Upon termination User agrees to pay all outstanding debts to Evalurate in full and honor all outstanding transactions.

13.3 Account Deletion: Upon termination and fulfilment of all outstanding transactions and/or payments Evalurate shall delete User’s Account.

14. Intellectual Property Matters

14.1 Intellectual Property of Evalurate: User acknowledges that all data and material developed and/or collected by Evalurate in connection with the operation of the Platform shall be the exclusive property of Evalurate and is protected by copyright laws, trademark laws and other laws of Singapore and foreign countries. The Evalurate brand name and company logo are not available for use without prior written permission by Evalurate, unless where copyrighted data and material may be used in accordance with any separate agreements entered into between Evalurate and User.

14.2 Intellectual Property With Respect to the Content: The Content consists of material which is owned by, licensed or used with the permission of User and its licensors (if any), and is protected by local and international copyright, trademark, and patent laws. The Content may also include trade secrets proprietary to others. User agrees not to modify or delete any notices on the Content regarding copyright, trademark, patent and/or proprietary rights. All third party content published on the Platform is property of the respective copyright owners and may not be copied or distributed in any way by other User for its own commercial purposes. To enable Evalurate to use Content provided by User in connection with the operation of the Platform and the advertisement thereof by Evalurate, without violating any rights the User has in the information and material, User grants to Evalurate a non-exclusive, worldwide, perpetual, irrevocable, royalty free right to exercise the copyright, trademark and publicity rights (but not other rights) User has in such material Information, online and otherwise in any publicity material of Evalurate. Title to and ownership of all intellectual property rights of the material and information provided by a User shall remain with the User or its third party licensors.

14.3 Except as where expressly provided, nothing in these Terms shall be construed to transfer from Evalurate to User any right, title or interest in or to any Evalurate Technology or any Third Party Products/Services, and all right, title and interest in and to Evalurate Technology or Third Party Products/Services will remain solely with Evalurate or Evalurate’s licensors, and no license, right or interest in any Evalurate or Evalurate Licensor trademark, copyright, trade name or service mark is granted to User.

14.4 To the extent that User or its employees or contractors participate in the creation or development of Evalurate Technology, User, on behalf of itself and its employees and contractors, hereby assigns and agrees to assign to Evalurate all right, title and interest, including all intellectual property rights in, and to, the Evalurate Technology. Notwithstanding anything to the contrary in these Terms, Evalurate will not be prohibited or enjoined at any time by User from utilizing any skills or knowledge acquired during the course of providing Professional Services, including, without limitation, information publicly known or available or that which could reasonably be acquired in similar work performed for another User of Evalurate.

15. Third Party Content and Services

The Platform may link directly or indirectly to third party websites or services. Evalurate does not control nor endorse or assume any responsibility for third party content, goods and services, business practices and policies of any third party. Neither does Evalurate endorse or control the truth or accuracy of any Logistics Services or any related data made available by User through the Platform. Evalurate must not be held responsible, or liable, directly or indirectly, for any damage, or loss caused or alleged to have caused by or in connection with any third party content available on or through the Platform.

16. Data Privacy

Evalurate is committed to safeguarding and protecting its users’ personal data and Confidential Information. Evalurate’s usage of the collected data, the disclosure, transfer and protection measures are described in the Privacy Policy.

17. Warranty Disclaimer

EVALURATE PROVIDES THE PLATFORM AND ITS SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. USER AGREES THAT USE OF THE PLATFORM IS AT USER’S SOLE RISK. EVALURATE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE, (IV) THE QUALITY, IDENTITY OR RELIABILITY OF ANY USER, USER’S PERFORMANCE OR LIQUIDITY, AND WHETHER YOU SHOULD DO BUSINESS WITH SUCH MEMBER, (V) THE ACCURACY OR TRUTHFULNESS OF CONTENT MADE ON THE PLATFORM BY OR ON BEHALF OF USERS, AND (VI) THE ACCURACY OR TRUTHFULNESS OF AND ANY WARRANTIES REGARDING THE INFORMATION, PRODUCTS OR SERVICES PROVIDED BY OR THROUGH THE CONTENT OR THE APPLICABILITY TO ANY USER’S CIRCUMSTANCES OR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EVALURATE OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. USER IS SOLELY RESPONSIBLE FOR ALL OF USER’S INTERACTIONS WITH OTHER USERS, COMMUNICATIONS AND CONTENT PROVIDED. EVALURATE DOES NOT REVIEW OR VERIFY ANY CONTENT OF USERS, INCLUDING BUT NOT LIMITED TO RFQS, QUOTES, LSP’S DELIVERY TERMS, TRUTH OR ACCURACY OF USER’S POSTED CONTENT, SAFETY, QUALITY, PERFORMANCE, CONFORMANCE OR LEGALITY OF ANY OF THE LOGISTICS SERVICES ADVERTISED OR OFFERED FOR SALE, THE ABILITY OF LSP TO SELL OR PROVIDE THE LOGISTICS SERVICES OR LIQUIDITY OF USERS.

18. Limitation of Liability

18.1 User acknowledges and agrees that, to the maximum extent permitted by law, neither Evalurate, nor any of its affiliates, its officers, directors, shareholders, sub-contractors, agents and employees will be liable to User or any third party for any indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, lost data, interrupted communications, damages, expenses, including reasonable legal expenses, or costs resulting directly or indirectly from or otherwise arising in connection with:

(i) The use of the Platform by the User, including but not limited to damages resulting from or arising from User’s reliance on the Platform, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, misdeliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Platform;

(ii) The termination of User’s membership by Evalurate for any reason whatsoever;

(iii) Claims related to the failure or conformity of any Logistics Services purchased or sold on the Platform, including but not limited to, the quality of performance, timeliness, handling of Dangerous Goods, or any other goods or material whether published on the Platform or not;

(iv) The breach, or alleged breach, of any warranty, express or implied, relating to any such service;

(v) Government restriction, strikes, war, any natural disaster or force majeure, power failures, large increases in on-line activity in a short period of time (usage spikes), viruses, catastrophic hardware failures, attacks on Evalurate’s servers, fires, earthquakes, floods, unusually severe weather, or any other condition beyond Evalurate’s reasonable control; or

(vi) Loss of security of a User’s information provided in connection with use of the Content, or interception by unauthorized third parties.

18.2 Evalurate’s cumulative liability to a User for any and all claims or causes of action relating to these Terms that arise shall, in the aggregate, be limited to the amounts of US$ 10.000.

19. Indemnification

In the event of a dispute between one or more other users or any other third party, User hereby agrees, to the fullest extent as permitted by law, to release, defend, indemnify and hold Evalurate, and each of its respective affiliates, its officers, directors, shareholders, subcontractors, agents and employees, harmless from and against any claims, liabilities and damages of every kind and nature, incurred or allegedly incurred by Evalurate, arising out of or in any way connected with (i) User’s access to or use of the Platform or the Content and engagement in transactions on the Platform, (ii) User’s violation of these Terms, (iii) User’s provided Content, (iv) User’s communication or interaction with any other user, (iv) creation of an RFQ or Quote, (v) the Logistics Services sold on the Platform, and (vi) User’s failure to perform or breach of warranty.

20. Applicable Law

This Agreement and the relationship between User and Evalurate shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law provisions.

21. General Provision

21.1 A party’s failure to insist upon or enforce strict performance of any provision of this Agreement or waiver of any right shall not be construed as a waiver of any provision or right. Neither the course of conduct between User and Evalurate nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by an assigned arbitrator or a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and any other provision of this Agreement shall remain in full force and effect. Headings found in this Agreement are for references only.

21.2 This Agreement may not be assigned or otherwise transferred by a User, in whole or in part, and any such assignment or transfer without prior written consent shall be null and void and of no force or effect whatsoever.

21.3 The parties act as independent contractors. No provision in this Agreement may be construed to constitute either party as an agent, servant, employee or partner of the or as any partnership, joint venture or similar relationship whatsoever.

21.4 Force Majeure: Neither party shall be liable for any delay in meeting or for failure to meet its obligations under this Agreement due to any cause outside its reasonable control, including but without limitation to, war, riot, acts of public enemies, malicious acts of damage, acts of any government authority, failure of the public electricity service, natural disasters, and which by its reasonable care and diligence it cannot overcome and are not the result of its negligence.

21.5 Notices: Any notices or other communications permitted or required hereunder, shall be in writing via email to the email address provided by each party.

If you have any questions with regards to these Terms please contact Evalurate.