Hospo.life Corporate Subscription Agreement
April 08, 2022
This Corporate Subscription Agreement (“Agreement”) is by and between Hospo.life (“Hospo.life”) and the customer set forth on the applicable Service Order (“Customer”). This Agreement sets forth the terms pursuant to which Customer will be permitted to use certain of Hospo.life’s Subscription and Referral services. The parties agree as follows:
1.1. “Account” means a unique account created for Customer to access the Subscription and Referral Services.
1.2. “Add-On Services” means additional services that may be added to the Subscription and Referral Services.
1.3. “User” means a user that controls, is controlled by, or under common control with, a Customer.
1.4. “Effective Date” means the date the Service Order is executed by both parties.
1.5. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, in each case, for their full term and together with any renewals or extensions.
1.6. “Mobile Application” means each copy of the Hospo.life mobile application (as upgraded from time to time) downloaded by Customer’s users and installed on a mobile device approved by Customer for business use.
1.7. “Professional Services” means time-and-materials services provided to Customer, such as advisory services, initiation of offers and job portal, etc.
1.8. “Scope Limitations” means the limitations on Customer’s use of the Subscription and Referral Services specified in one or more applicable Service Orders. Scope Limitations may include limits on the volume of data processed by the Subscription and Referral Services, and/or a maximum number of users, social media profiles, brand keywords or such other limits as set forth in the Service Order.
1.9. “Sensitive Information” means any passwords, credit card or debit card information, national identity card information, passport numbers, driver’s license numbers, employment records, any information that would classify as “personal information” under personal data protection act 2012, or any other information that would be subject to other laws, regulations, or industry standards designed to protect similar information.
1.10. “Services” means, collectively, Subscription and Referral Services, Job Application Services and Other Professional Services, including any services that are ordered by Customer via subscription, or a Service Order and made available by Hospo.life sites via the customer login link at https://hospo.life and/or other web pages designated by Hospo.life.
1.11. “Service Order” means documents or electronic forms for placing orders hereunder, that are entered into between Customer, including addenda and supplements thereto. By entering into a Service Order, a Customer agrees to be bound by the terms of this Agreement as it were any original party hereto. Service Orders shall be deemed incorporated herein by reference. A Service Order may include, but is not limited, to any website service order, website license requires form, or email quote / order / proposal form.
1.12. “Sites” means https://hospo.life
1.13. “Customer Data” means the data inputted to the Services by or on behalf of the Customer for the purpose of using the Services or facilitating Customer’s use of the Services.
1.14. “Subscription and Referral Services” means the Subscription and Referral Services provided by Hospo.life to Customer, as identified in one or more Service Orders. The Subscription and Referral Services include the use of web-based applications, Mobile Applications (if applicable), technical support, and documentation such as user manuals and online help files.
1.15. “Subscription Term” means the Subscription Term set forth in the applicable Service Order for the Services.
2. SERVICE ORDERS
2.1. Service Orders
Once executed by both parties, each Service Order will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other Service Orders. If there is a conflict between the terms of this Agreement and the terms of a Service Order, the terms of this Agreement will control unless the Service Order states that a specific provision of this Agreement will be superseded by a specific provision of the Service Order. Hospo.life will provide, and Customer will pay for, all Services set out in each Service Order, subject to the terms of the Service Order and this Agreement.
2.2. Payment and Taxes
Customer will pay the fees for the Services in accordance with the payment terms stated in the ordering document. Customer’s purchases are non-cancellable and payment for Services is non-refundable, except as otherwise stated in this Agreement. Customer will pay or reimburse Hospo.life for all GST, or similar transaction taxes imposed on Customer’s purchase of Services, unless Customer provides Hospo.life with a valid tax exemption certificate. All taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on Hospo.life, including taxes or fees measured by Hospo.life’s net or gross income.
3.1. Use of Services
Customer will use the services and information about Hospo.life members only to recruit individuals, accept offers and contact members about products / services, or, if Customer is an licensed agency, only to recruit individuals to become employees and consultants of the Customer. Customer may use Hospo.life to generate sales leads. Customer is responsible for its Users, including their compliance with this Agreement. Customer will not spam or otherwise harass Hospo.life members. Customer will comply with all laws, orders, codes and regulations, including all privacy laws, in its use of the services.
3.2 Customer User
A “Customer User” is an employee or contractor that Customer authorises to access the services. A Customer Use must be a Hospo.life member. Customer will designate in writing one Customer User for each seat it purchases, and will promptly provide to and maintain with Hospo.life accurate contact information for each Customer User. Customer will not, and will not permit a Customer User comply with the User Agreement, as amended from time to time in accordance with the terms, currently available at https://hospo.life/terms-of-service, which is incorporated into this Agreement.
3.3 Hospo.life member data
Customer and Customer Users may store content, data and other information about Hospo.life members only within the system operated by Hospo.life, unless Customer has the consent of the Hospo.life member (e.g. an application by a Hospo.life member to a Customer job posting). Customer acknowledges that the storage of this content, data and other information outside of Hospo.life’s system without Hospo.life member’s consent may result in outdated or erroneous information about a Hospo.life member and may violate data protection or privacy laws in certain jurisdictions. If Customer provides Hospo.life with any data about any individual in connection with its use of Hospo.life’s talent pipeline service or other certain services (“Customer Data”), Hospo.life, in providing these services, holds and stores Customer Data on behalf of the customer, and the parties agree that the Customer is the controller of Customer Uploaded Data. Hospo.life confirms that it: (a) will process Customer Data in compliance with the instructions received from the Customer; (b) will not use or process any Customer data for any purpose except the performance of its obligations under this Agreement; (c) has in place appropriate technical and organisational security measures in storing and processing such Customer Data to manage the risk of unauthorised or accidental access, loss, alteration, disclosure or destruction of such data; and (d) will take reasonable steps to ensure that persons employed or engaged by it with access to Customer Data are aware of and comply with this Agreement. The Customer represents and warrants that any personal data in the Customer Data will be processed in accordance with applicable privacy and data protection laws and rules and that it has all appropriate consents and authorisations enabling it to avail of Hospo.life’s services. The Customer agrees that it controls the Customer Data and it is primarily responsible to the data subjects whose personal data is comprised in the Customer Data.
Subject to the terms and conditions of this Agreement, Hospo.life grants to Customer a limited, non-exclusive, non-transferable, non-sublicenseable right during the term of each Service Order to use the Services set forth therein. Customer’s right to use the Services is subject to the Scope Limitations and contingent upon Customer’s compliance with the Scope Limitations and the terms of the Service Order and this Agreement.
4. THIRD PARTY SERVICES
4.1. External Sites
The Services may contain links to, or otherwise may allow Customer to connect to and use, certain third party products, service or software under separate terms and conditions (collectively, “Third-party Service”) in conjunction with the Services, including certain social media networks and other integration partners. If Customer decides to access and use such Third-party Service, Customer acknowledges that its use of said Third-party Service is governed solely by the terms and conditions of such Third-party Service (including, but not limited to, the Facebook Terms of Service located at www.facebook.com/terms and the YouTube Terms of Service located at www.youtube.com/t/terms), and Hospo.life does not endorse, is not responsible for, and makes no representations as to such Third-party Service, its content or the manner in which such Third-party Service handles Customer’s data. Hospo.life is not liable for any damage or loss arising from or in connection with Customer’s access or use of any such Third-party Service, or Customer’s reliance on the privacy practices or other policies of such Third-party Service. Customer acknowledges that Hospo.life does not control the features and functionality of any Third-party Service and that such Third-party Service may change its features and functionality without any notice to Hospo.life. Hospo.life shall not be liable to Customer for any refunds or any damage or loss arising from or in connection with any changes made by a Third- party Service or any resulting changes to the Services.
The Services may contain features that enable various Third- party Services (such as a social media service like Facebook and Twitter) to be directly integrated into Customer’s Account. To take advantage of these features, Customer will be required to register for or log into such Third-party Service on their respective websites. By accessing/enabling a Third-party Service within the Services, Customer is allowing Hospo.life to pass Customer’s log- in information to the Third-party Service for this purpose.
5. FEES AND PAYMENT
Customer will pay Hospo.life the fees specified in each applicable Service Order. If Customer orders additional Services or changes the Services it is receiving, the fees for such additional or changed services will be charged at the then-current pricing for such additional or changed services and commence on the activation date listed in the Service Order. Any resulting change in fees shall be reflected in future invoices. All amounts payable under this Agreement are denominated in United States dollars, and Customer will pay all such amounts in United States dollars. Except as otherwise provided in this Agreement, fees are non-refundable. There are no refunds or credits for partial months of Services, plan downgrades, or refunds for unused time if Customer closes its account before the end of the term of any Service Order.
5.2 Payment Terms
Unless otherwise specified in the applicable Service Order, Customer will pay all amounts through credit card, PayPal, bank transfer, credit/debit card or similar payment mechanism that Hospo.life accepts (“payment mechanism”). Customer agrees to provide all information requested by Hospo.life pertaining to the payment mechanism and authorises Hospo.life to charge the fees requested by the payment mechanism to Customer services pursuant to a Service Order. Upon cancellation or expiration of Customer payment mechanism, Customer agrees to immediately provide a new payment mechanism and other information requested by Hospo.life pertaining thereto. If Hospo.life provides payment terms to Customer, Customer shall agree to pay all charges in accordance with such payment terms.
Other than net income taxes imposed on Hospo.life, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from its purchase or use of the Services. Taxes will not be deducted from or set off against the fees set forth in the applicable Service Order or invoice.
6. TERM AND TERMINATION
6.1. Agreement Term
This Agreement commences on the Effective Date and will remain in effect while any Service Orders are outstanding. If Customer uses the Services for a free trial period and do not purchase a subscription for Purchased Services before the end of such a period, this Agreement will automatically terminate at the end of the free trial period.
6.2. Service Order Term
Each Service Order will be valid for 6, 12 or 24 months, and includes packages for Promo and Support, all orders are pre-paid in advance prior to the commencement of the Service Order, with no cancelations.
6.3 End of Subscription Obligations
Upon the end of this Agreement or any Service Order, Hospo.life shall have the right to remove Customer’s account information and account settings after thirty (30) days, and Customer will not be able to recover this data or content (except that content stored/published to third-party websites, that data will remain on said third-party websites pursuant to those website’s terms and conditions). All provisions of this Agreement that, by their nature, are intended to survive the end of the subscription period (including those related to third party claims and limitations on liability) will remain in effect.
Upon the end of the subscription period or a Service Order, Hospo.life will notify Customer Users that their access to the services has ceased, and Hospo.life may withhold, remove or discard any content, data or other information that Customer Users post or upload into Hospo.life’s system while using the services. Hospo.life will delete the Customer Data. Hospo.life is not obligated to store, maintain or provide a copy of any content, data or other information that Customer or Customer Users made available or provided when using the services.
7. CUSTOMER CONTENT
7.1 Posting Content
Hospo.life allows Customer to post content, including photos, comments, links and other materials. Anything that Customer posts or otherwise make available on Hospo.life is referred to as “User Content”. Customer retains all rights in, and is solely responsible for the User Content that Customer posts to Hospo.life.
7.2 User Content Licensing
Customer grants Hospo.life a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, save, modify, create derivative works, perform and distribute Customer User Content on Hospo.life solely for the purposes of operating, developing, providing and using Hospo.life. Nothing in these terms restricts other legal rights Hospo.life may have to User Content, for example under other licenses. Hospo.life reserves the right to remove or modify User Content, or change the way it is used in Hospo.life, for any reason. This includes User Content that Hospo.life believes violates these terms and any other policies.
7.3 Length of time keeping User Content
Following termination or deactivation of Customer account, or if Customer removes any User Content from Hospo.life, Hospo.life may keep User Content for a reasonable period of time for backup, archival or audit purposes. Hospo.life and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform and distribute any User Content that other Customers have stored or shared on Hospo.life.
7.4 Feedback and Comments
Hospo.life values hearing from Customers and are interested to learn ways to make Hospo.life more awesome. If Customer chooses to submit comments, ideas or feedback, Customer agrees to allow Hospo.life to use them without any restriction or compensation to Hospo.life. By accepting such submission, Hospo.life does not waive any rights to use similar or related feedback previously known to Hospo.life, or developed by its employees, or obtained from sources other than Customer.
7.5 Copyright policy
Hospo.life respects the intellectual property rights of others and we expect people on Hospo.life to do the same. It’s the company’s policy – in appropriate circumstances and at company’s discretion – to disable or terminate the accounts of Customers or other Users, who repeatedly infringe or are repeatedly charged with infringing copyrights or other intellectual property rights.
In keeping with the Singapore Copyright Act, Hospo.life will respond quickly to claims of copyright infringement on Hospo.life that are reported to Hospo.life. A copyright owner or authorised representative can report alleged copyright infringements on Hospo.life by notifying the company at firstname.lastname@example.org. When such a report is sent to Hospo.life, Hospo.life will take whatever action is appropriate, including removing the reported content from Hospo.life.
If Hospo.life removes a content in response to a copyright infringement report or claim, Hospo.life will notify the person who saved it on Hospo.life so the person has an opportunity to send a counter-notice. Hospo.life may also send a complete report of the notice to others if appropriate.
8.1 Definition of Confidential Information
For the purpose of this Agreement, “Confidential Information” means non-public information of Hospo.life or Customer disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which (i) a reasonable person would consider confidential or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of this Agreement by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
8.2 Protection of Confidential Information
The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, always exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations hereunder and who agreed to be bound by these obligations of confidentiality and non- disclosure.
9. WARRANTIES AND DISCLAIMER
9.1. Mutual Warranties
Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 9, HOSPO.LIFE MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. HOSPO.LIFE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ON ITS BEHALF AND ON BEHALF OF ITS LICENSORS. HOSPO.LIFE RELIES ON THIRD PARTY DATA SOURCES FOR INFORMATION AND THEREFORE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THIRD PARTY DATA WILL ALWAYS BE AVAILABLE. HOSPO.LIFE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICES OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITES NOT WITHIN HOSPO.LIFE’S REASONABLE CONTROL.
10. CUSTOMER INDEMNIFICATION
Customer will defend Hospo.life and its officers, directors, employees, agents, successors and assigns from any actual or threatened third party Claim arising out of or based upon (a) Customer’s breach of any of its obligations under this Agreement, (b) Customer’s use of a Third-party Service, or (c) any of the exclusions stated in Section 11.3, and indemnify Hospo.life from all damages, costs, and attorneys’ fees finally awarded in any such Claim or all amounts that Customer agrees to pay to any third party to settle any such Claim. Customer’s obligation under this section is contingent on: (a) Hospo.life giving Customer prompt written notice of the Claim; (b) Hospo.life granting Customer full and complete control over the defence and settlement of the Claim, provided that Customer may not settle or defend any Claim unless Customer unconditionally releases Hospo.life of all liability and such settlement does not affect Hospo.life’s business or Services; and (c) Hospo.life providing assistance in connection with the defence and settlement of the Claim as Customer may reasonably request. Hospo.life will not defend or settle any Claim eligible for indemnification under this section without Customer’s prior written consent.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Consequential and Related Damages
NEITHER PARTY OR ITS USERS WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
11.2 Cap on liability
UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF HOSPO.LIFE AND ITS RESPECTIVE USERS OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID AND AMOUNTS ACCRUED BUT NOT YET PAID BY CUSTOMER TO HOSPO.LIFE UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). THE FOREGOING LIMITATIONS WILL NOT IN ANY WAY LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 ABOVE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO CUSTOMER AND ITS USERS.
11.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY HOSPO.LIFE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. DISPUTE RESOLUTION
The parties will attempt to resolve any dispute related to this Agreement through good faith, information negotiation. If initial negotiation does not resolve the dispute, each party will escalate the dispute to the executive sponsor of this Agreement to attempt to resolve the dispute. If the parties are unable to resolve the dispute through negotiation, the parties will resolve the issues at the Small Claims Tribunal in Singapore, which can be filed through the State Courts’ online community justice and tribunals system.
13.1 Export Compliance and Anti-Corruption
The Services may be subject to laws and regulations of Singapore and other jurisdictions. Each party represents that it is not named on Lists of Designated Individuals and Entitles. Customer shall not permit users to access or use the Services in a Singapore embargoed country or in violation of any Singapore export law or regulation. Customer further represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
13.2 Data Processing Addendum
The parties agree to enter into Data Processing Addendum (“DPA”) available here, which shall be deemed incorporated by reference in this Agreement.
Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfil all of the assigning party’s obligations under this Agreement.
Hospo.life may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Hospo.life remains responsible for all of its obligations under this Agreement.
Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by fax, e-mail, Singapore mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the signature page of the applicable Service Order. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier or sending an email or fax.
13.6. Force Majeure
Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
13.7. Governing Law
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of Singapore without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the Republic of Singapore in connection with any action arising out of or in connection with this Agreement.
The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Services will immediately terminate.
13.10 Entire Agreement
This Agreement, including the applicable Service Orders, is the final and complete expression of the agreement between these parties regarding Customer’s use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. Hospo.life may amend this Agreement from time to time, in which case the new Agreement will supersede prior version. Hospo.life will notify (notice within the application to be deemed sufficient) Customer of material changes and direct Customer to the latest version of this Agreement. Hospo.life will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of Hospo.life’s failure to object to such terms, provisions or conditions. This Agreement may be executed in multiple counterparts, and may be signed electronically or via facsimile.
Section 3 (Use of the Services), Section 4 (Third Party Services), Section 5 (Fees and Payment), Section 6 (Term and Termination), Section 7 (Customer Content), Section 8 (Confidentiality), Section 9 (Warranties and Disclaimer), Section 10 (Customer Indemnification), Section 11 (Limitation of Liability), and Section 13 (General) will survive any termination of this Agreement.