Terms of Service

Last Updated: August 1, 2024

Please read these terms of service and Our Privacy Notice (together, these “Terms”) carefully as they form a contract between You and Us and govern use of and access to the Service(s) and Websites by You, Your Affiliates, Users and End-Users. In the event of a conflict between these terms of service and Our Privacy Notice, these terms of service shall prevail.

  1. DEFINITIONS
    1. Account: means any accounts or instances created by or on behalf of Customer for access and use of any of the Services.
    2. Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
    3. Agent: means an individual /entity or organization (including those of a Customer Affiliate) authorized to use the Services through the Customer’s Account as identified through a User login.
    4. API: means the application programming interfaces developed, enabled by, or licensed to Emitrr that permits a User to access certain functionality provided by the Services.
    5. API Policies: means the policies published on the Websites (as specified below) that govern the use of APIs, as updated from time to time.
    6. Apps: mean the software applications listed on the Market Place which are created, developed, licensed, or owned by Emitrr or third-party developers. The term also includes any updates, upgrades and other changes to such software applications and versions thereof.
    7. Applicable Law: means any and all law, statute, regulation, rule, ordinance, administrative guidance, treaty, convention, and/or court or administrative order or ruling of any governing body with jurisdiction over the Services.
    8. Confidential Information: any proprietary and confidential information disclosed, in the course of and during the Term of the Agreement, by one Party (the “Disclosing Party”) to another Party (the “Receiving Party”).
    9. Documentation: means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Services provided or made available by Emitrr to Customer through the Services or otherwise.
    10. End-User: means any person or entity other than Customer or Customer Users with whom Customer interacts using the Services.
    11. Order Form: means any service order form referencing this Agreement and executed or accepted by Customer with respect to Customer subscription and usage of the Services, which may detail, among other things, the number of Users authorized to use the Services under Customer’s subscription to the Services and the Service Plan(s) applicable to Customer subscription.
    12. Market Place: means an online marketplace for Apps that interoperate with the Services.
    13. Mobile Applications: mean the software applications created, developed, and owned by Emitrr to enable access and use of the Services through mobile or other handheld devices (such as apps on iOS or Android devices).
    14. Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller. 
    15. Privacy Policy: means Emittr’s privacy policy available at https://www.emitrr.com/privacypolicy.html as updated from time to time.
    16. Service Data: means all electronic data, text, messages, or other materials, including Personal Data of Users and End-Users, submitted to the Services by Customer through Customer Account in connection with Customer use of the Services, including, without limitation, Personal Data.
    17. Services: means any of the services made available to Customer by Emitrr from time to time, including Emittr’s software as a service application.
    18. Service Plan(s): means the pricing plan(s) and the functionality and Services associated therewith (as made available to the Customer) subscribed by the Customer.
    19. Software: means software provided by Emitrr (either by download or access through the internet) that allows Customer to use any functionality in connection with the Services and includes a Mobile Application.
    20. Subscription Term: means the period during which Customer has agreed to subscribe to the Services.
    21. Supplemental Terms: means the Service–specific terms set forth in, additionally applicable to Customer when Customer enables, access, or uses such Service.
    22. User: means those who are designated users within the Services, including an Account administrator, Agent, and other designated users.
    23. Website: means the Emitrr.com website.
  2. CUSTOMER RIGHTS
    1. This Agreement is applicable during the Customer’s free trial and during the Customer’s subscription to the Services through a Service Plan of the Customer’s choice.
    2. Using the Services: Subject to Customer’s compliance with the Agreement and solely during the Subscription Term, Customer has the limited, non-exclusive, and revocable right to access and use the Services for Customer’s internal business purposes. Customer shall be responsible for use of the Services through Customer’s Account by any third parties. Customer may subscribe to one or more of the Services. They may be subject to separate and distinct Service Plans.
    3. Using Emittr’s APIs: Where applicable, Emittr’s APIs must be used according to the API Policies implemented by Emitrr in this regard. A Customer must obtain an API key in order to utilise and access the Emitrr API. Customer shall not disclose its API key to any third parties and keep it confidential.
    4. Using Emittr’s Mobile Applications: Subject to Customer’s compliance with the Agreement and solely during the Subscription Term, Customer has the limited, non-exclusive, non-transferable, and revocable right to download, install and use the Mobile Applications solely to access and use the Services.
  1. CUSTOMER RESPONSIBILITIES
    1. Customer Account: Subject to any limitation on the number of individual Users available under the Service Plan to which Customer subscribed, access and use of the Services is restricted to the specified number of individual Users permitted under Customer subscription to the Services. Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual. If Customer is an agency or a managed service provider and Customer wishes to use the same User Login across Accounts that Customer manages for Customer clients, Customer acknowledges that it is Customer’s sole responsibility to obtain necessary consents from such clients. Customer is responsible for the confidentiality of Service Data and User Login. Customer should, therefore, not share Customer User Login with any third parties. In any event, unless Customer notifies Emitrr of any unauthorized use or suspicious activity in Customer Account, Customer is responsible for all activities that occur under Customer Account. Emitrr will not be liable for any damage or loss that may result from Customer failure to protect Customer login information, including Customer password. Without limiting the foregoing, Customer is solely responsible for ensuring that Customer’s use of the Services to store and transmit Service Data is compliant with all applicable laws and regulations. Customer also maintains all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Customer purposes.
    2. Customer use of the Services: Customer agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than the Agents and Users in furtherance of Customer internal business purposes as expressly permitted by this Agreement; (b) use the Services to process data on behalf of any third party other than Customer Users and End- Customers; (c) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with Emitrr ; (e) use the Services in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Services to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Services to store or transmit any content that infringes upon any person’s intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Emitrr ; (l) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (m) establish a link to Emittr’s Websites in such a way as to suggest any form of association, approval or endorsement on Emittr’s part where none exists; (n) use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law; (o) use of the Services for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology; (p) try to use, or use the Services in violation of this Agreement.
    3. Customer shall be responsible for any loss of data or attempted or actual access or use of the Services through Customer Account in violation of this Agreement.
    4. If Emitrr informs Customer that a specified activity or purpose is prohibited with respect to the Services, Customer will immediately cease to use the Services for such prohibited activity or purpose.
    5. TCPA Compliance: Customer agrees to comply with all applicable provisions of the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and the regulations promulgated thereunder, including but not limited to the Federal Communications Commission (FCC) rules and regulations. The Customer agrees not to engage in any prohibited practices under the TCPA
  2. CHANGES TO THE SERVICES 
    1. Services: Emitrr may update the Services from time to time and Customer may receive notifications of such upgrades, modifications enhancements or updates (“Updates”). Emitrr shall, wherever feasible, give Customer with reasonable prior notice (which may include notification via online posting or within the Services interface) of substantial changes to allow Customer to prepare for the Changes. Certain revisions that add substantial new features or functionality to the Services may be made available to Customers at Emitrr’s sole discretion upon modification of a Customer’s Service Plan and payment of additional Fees, if applicable.
  1. INTELLECTUAL PROPERTY RIGHTS
    1. Limited License. Emitrr provides to Customer and its Agents, for the Term, a revocable, non-transferable, non-exclusive, limited licence and right to access and use the Services and only for Customer’s internal business purposes.
    2. Emitrr is the exclusive and exclusive owner of all rights, titles, and interests in and to the Services, including all intellectual property rights therein, with the exception of which is transmitted to or through the Services or otherwise made available by Customer in connection with the Services. Customer is and shall remain the full and exclusive owner of all rights, titles, and interests in and to all Customer data, including all related intellectual property rights. Customer gives Emitrr any rights and permissions in or pertaining to Customer data that Emitrr deems necessary or helpful to execute the Services, enforce this Agreement, or otherwise exercise Emitrr’s rights and perform Emitrr’s obligations.
    3. Customer grants Emitrr permission to use and display Customer’s name and logos (the “Marks”) in promotional materials (including the Website) in connection with the Services.
  1. OTHER SERVICES

    Certain other services (“Other Services”) such as integrations, Apps and Custom Apps are made available to Customer through the Market Place or other forums where applications are developed for their integration with the Services. Customer has the option to enable these Other Services and integrate them into Services. These Other Services are governed by their own terms and privacy policies, and Customer agrees that Emitrr is not responsible for Customer’s use of these Other Services. By enabling the Other Services, Customer understands and agrees that Emitrr does not provide any warranties whatsoever for Other Services and Emitter is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer enablement, access or use of any such Other Services, or Customer reliance on the privacy practices, data security processes or other policies of such Other Services. Customer understands that Emitrr is not responsible for providing technical support for Other Services and that Emitrr is not responsible for the data hosting and data transfer practices followed by providers of such Other Services. To this extent, Customer shall address any comments, queries, complaints, or feedback about such Other Services to the respective developers or publishers as specified in the Market Place or other forums.
  1. BILLING, PLAN MODIFICATIONS AND PAYMENTS
    1. Subscription Charges: Unless otherwise specified in the Supplementary terms, except during Customer’s free trial, all charges associated with Customer Account (“Subscription Charges”) are due in full and payable in advance, in accordance with this Section, when Customer subscribes to the Services. Unless specified otherwise in a Form, the Subscription Charges are based on the Service Plans Customer chooses and are payable in full until Customer terminates its Account in accordance with the Termination clause. Customer will receive a receipt upon each receipt of payment by Us. Customer may also obtain a payment receipt from within the Services. Payment obligations are binding, and the fee paid is non-refundable.
    2. Payment methods: Customer may pay the Subscription Charges through Customer credit card, or other accepted payment method as specified in a Form. For credit card payments, Customer payment is due immediately upon Customer receipt of the invoice. Customer hereby authorizes Emitrr or Its authorized agents, as applicable, to bill Customer credit card upon Customer subscription to the Services (and any renewal thereof). For payments through other accepted methods, Customer payment is due within thirty (30) days of Emittr’s invoice date unless otherwise stated in a Form. 
    3. Renewal: Customer subscription to the Services will renew automatically for a Subscription Term equivalent in length to the then-expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Customer subscription to the Services for any such subsequent Subscription Term shall be at Emittr’s standard Subscription Charges for the Service Plan to which Customer has subscribed as of the time such subsequent Subscription Term commences. Customer acknowledges and agrees that, unless Customer terminates Customer Account in accordance Termination clause, Customer’s credit card or any other payment option that Customer had used previously will be charged automatically for the applicable Subscription Charges.
    4. Emitrr may use a third-party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain, or use Customer payment account information except to process Customer credit card and other payment information for Us. Customer must notify Emitrr of any change in Customer credit card or other payment account information, either by updating Customer Account or by e-mailing Emitrr at [email protected]
    5. Refunds: Unless otherwise specified in this Agreement or a Form or a Service Plan, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services by You.
    6. Late Payments/Non-payment of Subscription Charges: Emitrr will notify Customer if Emitrr does not receive payment towards the Subscription Charges within the due date for Customer Account. For payments made through credit cards, Emitrr must receive payments due within a maximum of five (5) days from the date of Emittr’s notice and for payments through other accepted methods. Emitrr must receive payments within a maximum of fifteen (15) days from the date of Emittr’s notice. If Emitrr does not receive a payment within the foregoing time period, in addition to Emittr’s right to other remedies available under law, Emitrr may (i) charge interest for late payment @ 1.5% per month and/or; (ii) suspend Customer access to and use of the Services until Emitrr receives Customer payment towards the Subscription Charges as specified herein and/or; (iii) terminate Customer Account in accordance with Section 8.2.
    7. Upgrades and Downgrades: Customer may upgrade or downgrade within a Service Plan or between two Service Plans. Customer understands that downgrading may cause loss of content, features, or capacity of the Services as available to the Customer before downgrading Customer Account and Emitrr will not be liable for such loss. When Customer upgrades or downgrades, the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged on a pro-rated basis and Customer credit card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, Customer will be offered a refund for the payment made for the subsisting month in the form of credits credited to Customer’s Account. These credits will be offset against the new Subscription Charges payable in the subsequent months.
    8. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying the Taxes that would be levied against Customer by government authorities. Emitrr will invoice Customer for such Taxes if Emitrr believes Emitrr has a legal obligation to do so, and Customer agrees to pay such Taxes if so invoiced.
    9. User Benefits: Apart from the credits provided to Customer when Customer downgrade, Emitrr may, at its sole discretion, offer Customer certain benefits such as discounts on Subscription Charges, extension in Subscription Term for no extra payments from You, with regard to the Services. These benefits are specific to Customer Account and the Services identified while offering these benefits. They are not transferrable. The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of twelve (12) months from the date of the offer.
    10. Plan Features: Emitrr reserves the right to modify plans and services/features offered in those plans. Emitrr may add/remove features in any of the existing plans or create separate plans. Features available in free plans are not guaranteed to be free forever. Emitrr reserves the right to discontinue any specific feature from any specific plan or impose limits on those features in the same plan.
  1. SUSPENSION AND TERMINATION
    1. Emitrr shall not be liable to Customer or any other third party for suspension or termination of Customer Account or access to and use the Services if such suspension or termination is in accordance with this Agreement.
    2. Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, Emitrr may suspend Customer’s access to and use of Customer Account or the Services if Customer is in violation of this Agreement. Emitrr will notify Customer of Customer’s activities that violate this Agreement and, at Emittr’s sole discretion, provide Customer with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If Customer does not cure or cease such activities within said Cure Period or if Emitrr believes that Customer’s breach of this Agreement cannot be cured, Customer’s Account shall be terminated. Further, Customer acknowledges that in the event Customer does not re-activate an Account within one (1) month from the expiry of a free trial or a suspension, Emitrr may terminate such Account and associated Service Data shall be permanently deleted immediately upon such termination.
    3. Termination by You: Customer may terminate Customer Account by providing Emitrr with a 30-day notice by writing to [email protected].
    4. Effect of Terminating Customer Account:
      • Data Export: Emitrr strongly recommends that Customer exports all Service Data before Customer terminates its Account. In any event, following the termination of Customer Account either by Customer or Us, unless otherwise specified elsewhere herein or in the Supplemental Terms and subject to the Data Processing Addendum, Service Data will be retained for a period of 14 days from such termination within which Customer may contact Emitrr to export Service Data (“Data Retention Period”). Beyond such Data Retention Period, Emitrr shall delete all Service Data in the normal course of operation. Service Data cannot be recovered once it is deleted. Further, when Service Data is migrated from one data centre to another upon Customer request, Emitrr shall delete Service Data from the original data centre after 14 days from such migration.
      • Charges: If Customer terminates its Customer Account prior to the end of Customer then-effective Subscription Term or Emitrr effects such termination, in addition to other amounts Customer may owe Emitrr, Customer must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term, unless waived by Emitrr in writing. This amount will not be payable by Customer in the event Customer terminate Customer subscription to the Services or terminate Customer Account as a result of a material breach of this Agreement by Emitrr, provided that Customer provides advance notice of such breach to Emitrr and afford Emitrr not less than thirty (30) days to reasonably cure such breach.
  1. DATA PRIVACY AND SECURITY; CONFIDENTIALITY
    1. Non-Disclosure. During the Term of this Agreement, the Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose it to any third party; provided, however, that each Party may disclose Confidential Information to its Affiliates, and its and their employees, agents, advisors and subcontractors who have a need to know, access and/or use the Confidential Information in order to perform or exercise such Party’s rights or obligations under this Agreement and who a) are bound by confidentiality obligations similar The Receiving Party shall take the same care and discretion, but in no instance less than a reasonable degree of care and discretion, to protect the Confidential Information from unauthorised disclosure as it employs with its own identical information that it does not desire to release.
    2. Exceptions. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives (as defined below) in violation of the terms of this Agreement; (ii) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source not known to the Receiving Party to be prohibited by a contractual, legal, or fiduciary obligation; Representatives shall mean a Party’s Affiliates and its and their employees, officers, directors, agents, or other representatives for purposes of this Agreement.
  1.  DATA MIGRATION

    During the Subscription Term, Customer may request Emitrr to import data into Customer Account if it is required by a certain feature (“Data Migration”). Customer hereby understands and acknowledges that Emitrr and/or its Group Companies may access and process Customer data in connection with providing Customer support during such Data Migration.
  1. COMMUNICATIONS FROM EMITRR

    Apart from the communications specified in Emittr’s Privacy Notice, Emitrr may contact Customer directly via e-mail to notify if:
    1. Customer is in violation of this Agreement;
    2. A specific activity or purpose is prohibited with respect to the Services, so that Customer immediately ceases use of the Services for such prohibited activity or purpose; or
    3. Customer maintains an exceptionally high number of Users, an unusually high monthly ticket ratio per User, an unusually high level of open tickets or other excessive stress on the Services.
  1. WARRANTIES
    1. Customer Warranties: Customer represents and warrants to Emitrr that (i) Customer has all necessary rights and consents to use Customer data and grants Emitrr the right to use Customer Data as required or permitted in this Agreement; and (ii) Customer will comply with this Agreement and all applicable laws related to Customer’s use of the Services, including obtaining all necessary consent and honouring all opt-out requests from end-Users.
    2. Emitrr Warranties: Emitrr represents and warrants to Customer that the performance of the Services will be substantially in conformity with the applicable Documentation. If Emitrr breaches the above warranty, Customer’s sole and exclusive remedy is, at Emitrr’s discretion, for Emitrr to re-perform the affected Services or refund to Customer the Fees actually paid for the affected Services.
    3. Disclaimer: THE WEBSITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. EMITRR EXPRESSLY DISCLAIMS ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
    4. CUSTOMER ACKNOWLEDGE THATEMITRR DOES NOT WARRANT THAT THE SERVICES OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND CUSTOMER FURTHER ACKNOWLEDGES THAT EMITRR DOES NOT WARRANT THAT THE ACCESS TO THE SERVICES, WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND EMITRR’S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
  1. LIMITATION OF LIABILITY
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EMITRR OR ITS  AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF EMITRR HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMITRR’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES FOR THE SERVICES TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION CHARGES PAID BY CUSTOMER, FOR THE SERVICES TO WHICH THE CLAIM RELATES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES, EMITRR HAS LIMITED ITS POTENTIAL LIABILITY AND ALLOCATED RISKS BASED ON THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF EMITRR WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
    2. IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EMITRR’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
    3. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE CUSTOMER FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
  1. INDEMNIFICATION
    1. If the use of the Services by Customer has become, or in Emittr’s opinion is likely to become, the subject of any IP Claim (defined below), Emitrr may at its own option and expense (a) procure for Customer the right to continue using the Services as set forth hereunder; (b) replace or modify the Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Us, terminate Customer subscription to the Services and repay You, on a pro-rated basis, any Subscription Charges Customer has previously paid Emitrr for the corresponding unused portion.
    2. Indemnification by Us: Subject to Customer compliance with this Agreement, Emitrr will indemnify and hold Customer harmless, from and against any claim brought against Customer by a third party alleging that the Services Customer subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). Emitrr shall, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) Customer promptly notifies Emitrr of the threat or notice of such IP Claim; (b)Emitrr has or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) Customer fully cooperate with Emitrr in connection therewith. Emitrr will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Services by anyone other than Us; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by themselves be infringing.
    3. Sections 14.1 and 14.2 state Emittr’s sole, exclusive and entire liability to Customer and constitute Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of the Services by You.
    4. Indemnification by Customer: Customer will indemnify and hold Group Companies harmless against any claim brought by a third party against Us, and their respective employees, officers, directors and agents arising from or related to the use of the Services by Customer in breach of this Agreement or matters which Customer has expressly agreed to be responsible pursuant to this Agreement; provided that Emitrr promptly notifies Customer of the threat or notice of such a claim.
  1. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
    1. Customer shall not, directly, or indirectly, assign all or any of its rights under this Agreement or delegate performance of its duties under this Agreement without Our prior written consent. Emitrr may, without Customer’s consent, assign its agreement with Customer under this Agreement to any affiliate or in connection with any merger or change of Its control or the sale of all or substantially all of its assets provided that any such successor agrees to fulfil its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
    2. This Agreement, together with any Form(s) and Supplemental Terms, constitute the entire agreement and supersede any and all prior agreements between Customer and Emitrr with regard to the subject matter hereof. This Agreement and any Form(s) shall prevail over the terms or conditions in any purchase order or other order documentation Customer or any Entity Customer represents provide (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. In the event of a conflict between any Form and this Agreement, this Agreement shall prevail.
    3. Emitrr may amend this Agreement from time to time, in which case the new terms will supersede prior versions. Please read this Agreement of use carefully before the Customer starts to use the Services or Website, as these will apply to Customer’s usage of the Services and Websites. Please check this Agreement from time to time to take notice of any changes made by Emitrr, as they will be binding on the Customer. Emitrr will notify Customer not less than ten (10) days prior to the effective date of any amendments to this Agreement of service and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Emitrr as Customer’s acceptance of any such amendment. With respect to amendments only to the Supplemental Terms, Emitrr will notify Customer as aforementioned only if the Supplemental Terms are applicable to the Customer. Emittr’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
  1. SEVERABILITY; NO WAIVER

    If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect. Emittr’s non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision of this Agreement.
  1. EXPORT COMPLIANCE AND USE RESTRICTIONS; FEDERAL GOVERNMENT END USE PROVISIONS

    The Services and other Software or components of the Services which Emitrr may provide or make available to Customer, or Users may be subject to U.S. (or other territories) export control and economic sanctions laws. Customer agrees to comply with all such laws and regulations as they relate to access to and use of the Services, Software and such other components by Customer and Users. Customer shall not access or use the Services if Customer is located in any jurisdiction in which the provision of the Services, Software or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents, warrants and covenants that (i) Customer is not named on any U.S. government (or other government) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) Customer shall not permit Users to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer and its Users are located. The Services are licensed to Customer with only those rights as provided under this Agreement.
  1. RELATIONSHIP OF THE PARTIES

    The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties.
  1. SURVIVAL

    Sections 2 (Customer’s Responsibilities), 5 (Intellectual Property Rights), 7 (Billing, Plan Modification and Payments), 8 (Suspension and Termination), 9 (Data Privacy and Security; Confidentiality), 12 (Warranties), 13 (Limitation of Liability), 14 (Indemnification), 19 (Survival), 20 (Notices; Consent to electronic communication) and 23 (Governing Law and Dispute Resolution) shall survive any termination of Emittr’s agreement with respect to use of the Services by You. Termination of such agreement shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
  1. NOTICES; CONSENT TO ELECTRONIC COMMUNICATIONS
    1. All notices to be provided by Emitrr to Customer under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by Customer on any while subscribing to the Services; or (ii) electronic mail to the e-mail address provided for Customer’s Account.
    2. The address for a notice to Emitrr is [email protected] by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
  2. ANTI-CORRUPTION

    Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Emittr’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Emitrr at [email protected].
  1. FORCE MAJEURE

    Excluding either Party’s payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of God; national emergency; third-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labour disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.
  1. GOVERNING LAW AND DISPUTE RESOLUTION

    This Agreement shall be governed by the laws of Delaware without regard to conflict of laws principles. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction of the courts of Delaware, USA only, for the purpose of resolving any dispute relating to this Agreement or Customer’s access to or use of the Services.