CLIENTELA INC. - PLUG & PLAY PLATFORM - TERMS OF SERVICE

Effective Date: September 1st, 2021

1. Introduction

Clientela Inc. (“we,” “us,” “our” or “Clientela”) offers a software-as-a-service (“SaaS”) platform (the “Platform”) enabling retailers to attract, manage, and communicate with their end users. By creating a Clientela account (“Account”), or otherwise using any of our services, including our website located at https://www.clientela.com (the “Website”) and all related features, functionalities, user interfaces (including your Account), and all content, software applications (“Apps”), websites, and platforms associated with our services now or in the future (collectively, the “Services”) you are entering into a legal contract with Clientela and are hereby agreeing that you, and any person(s) authorized by you to access and use your Account (each such person, an “Authorized User”), will be bound by the terms and conditions herein (collectively, the “Terms of Service” or the “Terms”). Any reference to “you” or “your” in these Terms includes any Authorized User(s). Where your access to and use of the Services is on behalf of another person or legal entity (e.g. a company), you are further confirming you are authorized to, and do in fact, agree to these Terms on that person/entity’s behalf, and such person/entity is bound by these Terms accordingly. Failure to agree with these Terms shall result in the immediate revocation of your authorization to access or otherwise use the Services.

2. Changes to the Terms of Service

Occasionally we may make changes to these Terms of Service. We will notify you of any material changes to the Terms, as appropriate under the circumstances (e.g., by displaying a prominent notice within the Services or by sending you an email). In some cases, we will notify you in advance, and your continued use of the Services after the changes have been made will constitute as your acceptance of the changes. Therefore, please make sure to read any such notice carefully and completely.

3. Account Terms

To access and use the Services, you must register for an Account by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required, including, but not limited to, an Authorized Payment Method (as defined below). In order to open an Account, you must be the older of: (i) 18 years of age, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use and access the Services. We may reject your application for an Account, or cancel an existing Account at any time and for any reason, in our sole and absolute discretion.
You acknowledge Clientela will use the email address you provide upon opening an Account or as updated by you from time to time as the primary method of communication with you. As such, you must monitor the primary email address you provide to us. Such email address must be capable of both sending and receiving messages, as your email communications with Clientela can only be authenticated if they come from your primary Account email address.
No other individual other than you or an Authorized User may access or otherwise use your Account and/or the Services on your behalf. You are solely responsible for keeping your password secure and for preventing any such unauthorized access to your Account and to the Services. We are not liable for any loss or damage of any kind directly or indirectly resulting from your failure to maintain the security of your Account and/or password.
You are solely responsible for all activity and content, including, but not limited to, photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
A breach or violation of any provision in these Terms, or in any other document incorporated by reference, as determined by our sole discretion, committed by you or by an Authorized User, may result in the suspension, deactivation and/or deletion of your Account and termination of your right to use the Services.
Your use of the Services shall be solely for your internal business purposes, and use of the Services for any illegal or unauthorized purpose is strictly prohibited, including, without limit: (i) impersonating another person or entity or otherwise misrepresenting authorization to act on behalf of us or any other person or entity; (ii) attempting to undermine the security or integrity of any software, information technology solution, system or network (including software and hardware) used to provide the Services, including any third-party solution, system or network (collectively, the “Underlying Systems”); or (iii) using or misusing the Services in any way as to impair the functionality of the Underlying Systems or the ability of any other person to access or use the Services. You will at all times comply with all applicable laws, rules and regulations in your use of the Services and in your performance of obligations under these Terms, including, but not limited to, complying with all applicable regulations pertaining to unsolicited electronic messages and correctly identifying the sender of all electronic transmissions sent through or in connection with your Account.
In using the Services, you will not attempt to view, access, or copy any material or data, other than that which you are expressly authorized to access, view, or copy, and only to the extent necessary for you to use the Services in accordance with these Terms. You will not use the Services, nor transmit, input or store any data in any manner that breaches any third party right, including Intellectual Property Rights (as defined below) and privacy rights or is defamatory, obscene, harassing, objectionable, threatening or harmful in nature, or is otherwise false or misleading in any way, as determined by our sole and absolute discretion.
Prior to using the Services, you are responsible for procuring any licenses, authorizations, and/or consents required in connection with such use, including, but not limited to, those required to use, store and input data, content, and information, including information about a living, identifiable person (“Personal Information”) owned, held, used or created by you or on your behalf that is stored using or inputted into the Platform (“Data”) into, or to otherwise process and distribute Data through the Services.

4. Payment of Fees & Taxes

You must pay us the fees listed on our pricing page at www.clientela.com/smb- pricing, or as otherwise agreed to in writing (“Fees”) in order for your Account to remain active. Fees will be billed in 30-day intervals (each such interval, a “Billing Period”) on or about the same date each month (each such date, a “Billing Date”) and are exclusive of any and all applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). You are responsible for paying all Taxes arising from or in connection with your access to and use of your Account and/or the Services to the appropriate tax authority.
Fees will appear on an invoice, which will be sent to you via the email you provided. Each invoice may also be provided to you via the administration menu of your Account. All Fees must be paid in full in advance of the next Billing Date, and you will be charged on each Billing Date for any outstanding Fees not paid. Clientela does not provide refunds of any Fees for any reason.
You must keep a valid payment method (“Authorized Payment Method”) on file with us to pay for all incurred and recurring Fees, which you must authorize us to charge as such Fees become due. We will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise stated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
Upon registering your Account you will begin an initial trial (“Trial Period”), for which no Fees shall be incurred or charged. The default Trial Period is for a period of thirty (30) calendar days, beginning immediately upon creation of your Account. Clientela reserves the right to increase or decrease the length of the Trial Period on a case- by-case basis. We will provide notice of any such change to the email address provided for your Account. Upon the expiration of the Trial Period, we will charge the applicable Fees for the next Billing Period to the Authorized Payment Method, without any deductions, and we will continue automatically charging the applicable Fees to the Authorized Payment Method on each subsequent Billing Date, until your Account is cancelled or otherwise terminated in accordance with these Terms.
After the Trial Period, if we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for thirty (30) days following the date of suspension, Clientela reserves the right to terminate your Account.
You are responsible for all applicable Taxes that arise from or as a result of your use of your Account and the Services. To the extent that Clientela charges such Taxes, they are calculated using the applicable tax rates based on the billing address you provide to us. Such amounts are in addition to the Fees and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to us of your exemption. If you are not charged Taxes by Clientela, you are responsible for determining if Taxes are payable, and if so, self- remitting Taxes to the appropriate tax authorities in your jurisdiction. Clientela will provide you with valid invoices on a monthly or annual basis prior to the due date for payment of such Taxes.
For the avoidance of doubt, all sums payable by you to Clientela under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Clientela to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Clientela shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method, exclusive of any such deduction or withholding that may be required.
You must maintain a current and accurate location in the administration menu of your Account, and promptly update such location upon any change thereto.

5. Provision of the Services

Clientela shall use commercially reasonable efforts to provide the Services in accordance with these Terms and with United States law, and shall exercise reasonable care, skill, and diligence, and using suitably skilled, experienced, and qualified employees, officers, agents, and contractors (collectively, “Personnel”).
We will use reasonable efforts to ensure the Service is available on a 24/7 basis; however, it is possible the Services may, on occasion, be unavailable to permit maintenance or other development activity to take place (“Down Time”), or in the occurrence of a Force Majeure Event (defined below). We will use reasonable efforts to publish on the Website, and/or notify you by email, details of any scheduled Down Time in advance of its occurrence.
Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents or otherwise limits in any way our provision of the Services to any other person or entity.

6. Modification of the Services & Fees

Fees are subject to change upon 30 calendar days’ notice from Clientela. Such notice may be provided at any time by posting the changes to our pricing page at [www.clientela.com/smb-pricing] or to the administration menu of your Account, and may be sent to you via the email address associated with your Account.
Clientela reserves the right at any time, and from time to time, to modify or discontinue the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
Clientela shall not be liable to you or to any third party for any damages of any kind directly or indirectly resulting from or caused by any modification, change in Fees, suspension, or discontinuance of the Services.

7. Third-Party Services

Through the use of web services and Application Program Interfaces (“API’s”), the Services interoperate with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
Additionally, we may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via our website or email. Such Third Party Services, unless otherwise specified, are provided strictly as a convenience, thus your purchase, access or use of any Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers, which in no way modify or limit the provisions contained herein.
Any use by you of Third Party Services offered through the Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, we may receive a revenue share from Third Party Providers we recommend to you or that you otherwise engage with through your use of the Services.
We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge Clientela has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on our websites, Apps, or other platforms, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Clientela. Further, Clientela does not guarantee the availability of Third Party Services and you acknowledge Clientela may disable access to any Third Party Services at any time in its sole discretion and without notice to you. We are in no way responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. We strongly recommend you seek independent specialist advice before using or relying on Third Party Services.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Clientela is not obligated to intervene in any dispute arising between you and a Third Party Provider. As such, under no circumstances shall Clientela be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, resulting from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Clientela has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
You acknowledge the Services may provide links to Third Party Services that are connected or relevant to the Services. Any such link does not imply we endorse, approve or recommend, or that we otherwise have responsibility for, the content of such Third Party Services or the operators thereof. To the extent allowed by law, we disclaim all responsibility or liability for such Third Party Services.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

8. Data & Privacy

You own all rights, title and interest in and to the content and trademarks used in conjunction with the Services or not explicitly set forth herein as owned by Clientela, including, without limitation: (i) all articles, text, media and other public or member- limited content not present on the Platform or otherwise within the Services as of the Start Date and produced by you; (ii) all user/your Data, profile information, including, but not limited to, Personal Information, and contact lists; (iii) all product databases in any form; and (iv) specifically marked designs and logos.
You acknowledge and agree that we may require access to your Data to exercise our rights and perform our obligations under these Terms and that, to the extent necessary, but subject to Section 12 of these Terms, we may authorize any of our Personnel to access your Data for such purpose.
You acknowledge and agree that we may use Data and information about your and your end users’ use of the Services to generate and otherwise collect anonymized and aggregated statistical and analytical data (“Analytical Data”) and use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights. You further acknowledge and agree that our rights under this provision shall survive after expiry of these Terms.
You acknowledge and agree that to the extent Data contains Personal Information, in collecting, holding and processing such information through the Service, we are acting as your agent for the purposes of applicable privacy laws. You agree to obtain all necessary consents from the relevant individual(s) to enable us to collect, use, hold, and process such Personal Information in accordance with these Terms.
While we will take standard industry measures to back up all Data stored using the Services, you agree to keep a separate back-up copy of all Data uploaded by you onto the Services. Clientela is not liable for any loss, destruction, or damage of your Data, in whole or in part, even if such is caused by an error in the Services.
You agree we may store Data (including any Personal Information) in secure servers and may access such Data (including any Personal Information) from time to time.
You agree to indemnify us against any liability, claim, proceeding, cost, expense (including legal fees) and other loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is objectionable, obscene, threatening or harmful in nature, or otherwise incorrect or misleading.
Clientela is firmly committed to protecting the privacy of your Data and Personal Information, and that of your customers. By using the Services, you acknowledge and agree our collection, usage and disclosure of such Data and Personal Information is governed by our Privacy Policy.

9. Limitation of Liability

You expressly understand and agree that, to the extent permitted by applicable laws, Clientela shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Services.
To the extent permitted by applicable laws, in no event shall Clientela be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services, or these Terms of Service (however arising, including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or the documents it incorporates by reference, or your violation of any law or the rights of a third party, including, but not limited to, privacy laws.
Clientela’s maximum aggregate liability under or in connection with these Terms or relating to the Services for any claim(s) of any type, including negligence, shall not exceed one thousand dollars ($1,000) in any twelve (12) month period beginning the date on which you register your Account (“Start Date”) or the anniversary of the Start Date (each such twelve-month period, a “Year”).
No person or entity that is not a party to these Terms of Service shall have any right to enforce any provision contained herein or in any document incorporated by reference, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description.
Clientela is not responsible for any of your tax obligations or liabilities related to the use of the Services, including, but not limited to, state or local sales taxes.
Clientela does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations or requirements or be suitable for any particular purpose, including that the Services will fulfill or meet any statutory role or responsibility you may have, or that any errors in the Services will be corrected.
Neither party is liable to the other under or in connection with these Terms or the Services for any loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill, or for any consequential, indirect, incidental or special damage or loss of any kind, except that this provision does not limit either party’s liability under or in connection with these Terms for personal injury or death, fraud or willful misconduct, or a breach of the confidentiality provisions in accordance with Section 12 of these Terms. This provision in no way modifies or limits your obligation to pay the Fees or your liability under any indemnity provision of these Terms.
Neither party shall be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations, under these Terms or otherwise, to the extent such failure is caused by the other party’s failure to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its Personnel.
Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of act or omission of the other party under or in connection with these Terms or the Services.

10. Representations & Warranties

Each party represents and warrants it has full authority to enter into, and ability to perform its obligations under, these Terms.
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis, without any express or implied warranty or condition.
You represent and warrant you are acquiring the Services, and accepting these Terms, for the purpose of trade. The parties agree that, to the maximum extent permissible by law, no other consumer protection legislation applies to our provision of the Services or these Terms, and that it is fair and reasonable for the parties to be bound by this provision.
Clientela makes no representation concerning the quality of the Services and does not warrant that the Services will be uninterrupted, timely, secure, or free of viruses or other harmful code.
Clientela does not warrant or represent the Services will be error-free, or that any errors in the Services will be corrected.
Clientela does not warrant that any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations or requirements or be suitable for any particular purpose, including, but not limited to fulfilling or meeting any statutory obligation you may have.
Clientela does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
To the maximum extent permitted by law, our warranties and representations are limited to those set out in these Terms, and all other conditions, guarantees or warranties, whether expressed or implied by statute or otherwise (including any warranty under applicable commercial laws) are expressly excluded and, to the extent they cannot be excluded, our liability for breach of any such warranty is limited to one thousand dollars ($1,000). This amount is inclusive of the maximum liability provided for in Section 9.3 of these Terms.
Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our sole option, to supplying the Services again and/or paying the costs of having the Services supplied again.

11. Intellectual Property

“Intellectual Property Rights” means copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
All Intellectual Property Rights associated with the Services, including, but not limited to, the Platform, the Website, and the Underlying Systems is and remains our (and/or our licensors’) property. You shall not contest or dispute our (and/or our licensors’) ownership or the validity of such Intellectual Property Rights.
We do not claim any Intellectual Property Rights over the Materials you provide through the Services. All Materials you upload to your Account remain yours. You are responsible for compliance of the Materials with any applicable laws. You can remove such Materials at any time by deleting your Account.
You shall not reverse engineer, reverse assemble, disassemble, decompile, modify, or create derivative works of the Services, including, without limitation, the Platform and the Underlying Systems, or any part thereof, or otherwise attempt to discover any source code, algorithm, trade secret or other proprietary right embedded in or relating to such by any means, except and only to the extent permitted by applicable law, nor shall you permit any other person to do so. Except as agreed to in writing by Clientela, the Services may be leased, sublicensed or otherwise encumbered, in whole or in part.
Clientela shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Account for any purpose relating to the promotion the Services.
Clientela welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback") to Clientela be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Clientela (whether submitted directly to us or posted on any Clientela hosted forum or page), you waive any and all rights, including, but not limited to, Intellectual Property Rights, in the Feedback and agree Clientela is free to implement, use, and/or disclose the Feedback if desired, exactly as provided by you or as modified by Clientela, without obtaining permission or license from you or from any third party.

12. Confidentiality

Each party agrees to use any information obtained from the other party in the course of, or in connection with, the provision or use of the Services that is not public knowledge (“Confidential Information”) solely as necessary for performing its obligations or exercising its rights under these Terms and in accordance with any other rights or obligations in these Terms, including this Section 12.
Each party agrees that it shall take all reasonable steps, at least substantially equivalent those taken to protect its own proprietary information, to prevent the duplication, disclosure, or use of any Confidential Information, other than (i) by or to its Personnel on a need-to-know basis, who each shall be notified of this provision by the disclosing party and treat such Confidential Information as provided herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms.
Confidential Information shall not include any information the receiving party can prove: (i) was already in the public domain, or was already in the possession of or known by or the receiving party at the time of disclosure; (ii) the receiving party independently developed without use of or reference to the other party’s Confidential Information, and without breaching any provision of these Terms of Service; or (iii) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
We reserve the right to disclose your Confidential Information if required in connection with a bona fide sale of our business, including, without limitation, our shares, physical assets, or Intellectual Property, in whole or in part, to a third party, provided we enter into a non-disclosure agreement with such third party with terms no less restrictive than this Section 12.

13. Waiver, Severability & Complete Agreement

Clientela’s failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. For us to waive any right under these Terms, such waiver must be in writing and signed by us.
If any part or provision of these Terms of Service, or any document incorporated by reference, is or becomes illegal, unenforceable, or otherwise invalid, such part or provision shall be modified only to the extent required to remedy the illegality, unenforceability, or invalidity. If modification is not possible, that part or provision shall be severed from these Terms, and all remaining provisions of these Terms and all documents incorporated by reference shall remain in full force and effect.
The Terms of Service, including all additional documents incorporated by reference, constitute the entire agreement between the parties and govern your use of the Services, superseding and canceling any prior agreements between the parties, whether written or oral, including, but not limited to, any prior versions of the Terms of Service. The parties have not relied on any representation, warranty or agreement relating to the Services not expressly set out in these Terms of Service, and no such representation, warranty or agreement has any effect after the Start Date.

14. Cancellation, Termination & Suspension

At any time after the Start Date, you may terminate these Terms and your right to access and use the Services by providing at least 30 days’ notice. If the subscription option you have selected includes a minimum initial term (“Initial Term”), the earliest date for termination under this Section 15.1 will be the expiry of the Initial Term.
Upon termination of the Services by either party for any reason, Clientela will cease providing the Services to you and you will no longer be able to access and/or use your Account. Unless otherwise provided in these Terms, you will not be entitled to any refund of any Fees, pro rata or otherwise, or any other compensation from us whatsoever, regardless of the reason for such termination. Upon termination, any outstanding Fees owed to us for your use of the Services through the effective date of such termination will immediately become due and payable in full.
Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Services if the other party: (i) breaches any material provision of these Terms and such breach is not remedied within ten (10) days of receipt of notice from the non-breaching party that a breach has occurred and demanding such breach be remedied, or if such breach is not capable of being remedied; or (ii) for any reason becomes insolvent, liquidated or bankrupt, becomes subject to any form of insolvency action, or ceases to continue business.
We reserve the right to modify or terminate the Services, the Terms of Service, and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Any modification or termination under this Section 14 shall be without prejudice to any right or obligation of either party arising prior to the date of such modification or termination.
Without limiting any other remedies available at law or equity, Clientela may suspend or terminate your Account without notice if we suspect, in our sole discretion, you have engaged in fraudulent activity in connection with your use of the Services.
Except to the extent a party has ongoing rights to use Confidential Information, at the other party’s request following termination, but subject to Section 14.7 of these Terms, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
At any time within thirty (30) days after termination in accordance with these Terms, you may request a copy of your Data stored using the Services. Upon our receipt of such request, we must provide a copy of your Data in a common electronic form of our choosing within a reasonable time. We do not warrant that the selected format of the Data will be compatible with any particular software. You may also, in addition or in the alternative, request deletion of your Data stored using the Services, in which case we must use reasonable efforts to promptly delete such Data. We are not required to provide a copy of any Data which you previously requested to be deleted, and are in no way liable for any loss incurred as a result of such deletion.
Without limiting any other right or remedy available to us, and in accordance with Section 3.5 of these Terms, we may restrict or suspend your access to and use of the Services and/or delete, edit or remove your Account and/or any relevant Data if we believe you or any of your personnel have, in our sole discretion: (i) undermined, or attempted to undermine, the security or integrity of the Services or the Underlying Systems; (ii) used or attempted to use the Services for any improper purpose or in a manner, other than for normal operational purposes, which materially reduces the operational performance of the Services; (iii) transmitted, inputted, or stored Data that breaches or may breach these Terms or any third party right (including, without limitation, Intellectual Property Rights and privacy rights), or that is or may be objectionable, false or misleading; or (iv) otherwise materially breached the Terms.

15. General Provisions

Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent such failure is caused by any event beyond the control and without the fault or negligence of the party affected, and which by exercise of reasonable diligence and care that party is unable to prevent or provide against. Such events include, but are not limited to, acts of God, including hurricane, tornado, tropical storm, earthquake, flood, fire, or other natural disaster, acts of government, including government sanction and/or embargo, war, invasion, civil unrest, acts of terrorism, acts of foreign combatants, pandemics, epidemics, or the prolonged and incurable failure of electricity, Internet, or any other vital utility service (each, a “Force Majeure Event”). However, in no case shall a lack of funds for any reason be considered a Force Majeure Event.
If we need to contact you, we may do so by email or by posting a notice on the Website. You expressly agree such method of providing notice satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing notice@clientela.com.
You may not assign, delegate, or otherwise transfer any of your rights or obligations under these Terms of Service, including any document incorporated by reference, whether by operation of law or otherwise, without the prior written consent of us. Such consent is not to be unreasonably withheld by us; however, you remain liable for your obligations under these Terms after any approved assignment, subcontracting or transfer.
We may assign our rights and delegate our obligations under these Terms, in whole or in part, without your consent.
Any provisions contained herein which, by their nature are intended to survive the termination of these Terms of Service, shall continue in force.
These Terms of Service shall be governed by and interpreted in accordance with the laws of the State of New York and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
Each party agrees to submit to the non-exclusive jurisdiction of the courts of the State of New York in relation to any dispute arising from or in connection with these Terms or the Services.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Clientela.
You agree that we are your independent contractor, and that no other relationship or affiliation, including, but not limited to, a joint venture, partnership, trust, or agency relationship exists under or in connection with these Terms, with the sole exception of the agency relationship described in Section 8.4 of these Terms.