These terms and conditions are an agreement between you (“Company”) and DataMynt, Inc., (“DataMynt”) and govern Company’s use of the DataMynt Services and system.DataMynt does not provide investment, tax, or legal advice, and you are solely responsible for determining whether any investment or related transaction is appropriate. DataMynt does not recommend that any digital asset should be bought, earned, sold, or held by you. DataMynt will not be held responsible for the decisions you make to buy, sell, or hold a digital asset. As with any asset, the value of digital assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding digital assets is suitable for you. DataMynt is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation
1. Service
The "Service" includes the following services: (i) a cryptocurrency wallet that stores private and public keys, interacts with various blockchains and enables Company to monitor its balances of assets (such service, the "DataMynt Wallet"); and, (ii) any Optional Software Services that Company may elect to license in connection with its use of the DataMynt Wallet (e.g. Point of Sale or Crypto acquiring product).Company's use of any of the Service is governed by the terms and conditions of this Agreement and, if additional or conflicting terms are specified in a purchase order or a separate agreement with the Company, the terms and conditions of the purchase order or separate agreement shall govern and control. DataMynt may modify, restrict or terminate Company’s use of the system for failure to comply with this agreement.
2. Service Restrictions
Company will not, nor will it authorize or assist others to: (a) circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce limitations on use of the Service, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Service or otherwise discern the source code of the Service except and solely to the extent permitted under applicable law notwithstanding this restriction, (c) use the Service on a service bureau or time sharing basis or to provide services to third parties not in accordance with this Agreement, (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Service or any of Company's rights therein, (e) violate or abuse password protections governing access to the Service, (f) interfere or attempt to interfere with the integrity or proper working of the Service, (g) use the Service in any unlawful manner or in breach of this Agreement, (h) use DataMynt' name, logo or trademarks without prior written consent, (i) delete, remove, obscure or in any manner alter the copyright, trademark, and other DataMynt' or any other third parties' intellectual proprietary rights notices appearing on or in the Service or any component thereof, (j) use the Service in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other Service or hardware without the prior written consent of the DataMynt, and/or (k) use the Service other than as permitted herein. Company will take reasonable measures to prevent unauthorized access to or use of the Service and notify DataMynt promptly of any such unauthorized access or use.
3. Proprietary Rights
3.1. Intellectual Property Rights. The Service is a valuable trade secret of DataMynt and any disclosure or unauthorized use thereof will cause irreparable harm and loss to DataMynt. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Service and any and all improvements and derivative works thereof are and shall remain owned solely by DataMynt.3.2. Feedback. If DataMynt receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to DataMynt and that such shall be considered DataMynt' Confidential Information and Company hereby irrevocably and unconditionally transfers and assigns to DataMynt all intellectual property rights it has in such Feedback and waives any and all moral rights that Company may have in respect thereto. It is further understood that use of Feedback, if any, may be made by DataMynt at its sole discretion, and that DataMynt in no way shall be obliged to make use of any kind of the Feedback or part thereof.3.3. Third Party Software. Portions of the Service may include third party open-source software that is subject to third party terms and conditions ("Third Party Terms"). A list of any third-party open-source software and related Third Party Terms is available in the DataMynt Web Console. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Company makes no warranty or indemnity hereunder with respect to any open-source software.
4. Company Data.
4.1. Company Data. While using the Service, Company may choose to provide, upload, import, transmit, post, or make accessible to DataMynt certain Company Data. Company hereby grants DataMynt a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Company Data in order to (i) to provide the Service to Company; (ii) to administer and make improvements to the Service; and (iii) to collect and analyze anonymous information. Company acknowledges that the Service does not operate as an archive or file storage service. Company is solely responsible for the backup of Company Data and Company alone can implement back up plans and safeguards appropriate for its requirements. "Company Data" means raw data provided by Company and/or its Authorized Personnel and Permitted Users or on their behalf to DataMynt for the purpose of and in connection with using the Service.4.2. Rights in Company Data. Company shall own all rights, title and interest in and to all of the Company Data. Company represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Company Data and Company has the right to provide DataMynt the license granted herein to use such Company Data in accordance with this Agreement. Company further represents and warrants that to the extent Company Data includes any personally identifiable information or personal data, Company has received the required consents or permits and have acted in compliance with applicable privacy laws and regulations (including, but not limited to, California Consumer Privacy Act the EU General Data Protection Regulation ("GDPR"), as to allow DataMynt to receive (including transfers outside of the European Economic Area), process and use the Company Data solely in order to perform the services hereunder. Company shall have sole responsibility for the reliability, integrity, accuracy and quality of the Company Data. To the extent that Company needs a data processing agreement ("DPA"), Company shall request DataMynt for DPA and shall return it signed to DataMynt as described therein.
5. Company Obligations.
5.1. Security Breach Notification. Company shall notify DataMynt of any security breach of the Service, Company Access, network, endpoint or system as soon as possible upon becoming aware of such event. Company shall cooperate in good faith with DataMynt in the investigation of any suspected unauthorized access to or use of the Service using the Company's accounts, credentials or keys, and any security breach.5.2. Sanity Testing. For a setup of each DataMynt Wallet sub-account and point of sale, acquirer or counterparty connection, Company must perform sanity testing of the Service by receiving a digital asset to a DataMynt Wallet and executing a transaction from the DataMynt Wallet or product.5.3. Risk Disclosure. Company acknowledges that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. It is Company's duty to learn about all these risks. For example, the value of digital assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero value. As another example, a bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Even if DataMynt alerts Company to some of the risks involved with digital assets, their protocols and networks, DataMynt has no responsibility to alert Company of all these risks. DataMynt has no control over, and makes no representations regarding the value of digital assets, or the security of their networks or protocols. DataMynt does not own or control the underlying software protocols which govern the operation of digital currencies. Digital asset protocols are subject to changes in protocol rules (referred to as "forks"), and that such forks may materially affect the value, function, or name of the digital asset. Company acknowledges and agrees (i) that DataMynt is not responsible for operation of the underlying digital asset protocols and that DataMynt makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, DataMynt may temporarily suspend the Service relating to the digital asset affected, and DataMynt may configure or reconfigure its services or decide not to support the forked protocol entirely, but allow Company to transfer the affected digital asset(s).5.4. Insurance. Company is solely responsible for maintaining insurance policies for its digital assets and/or its products, services and operations. Notwithstanding the foregoing, the Parties may agree to purchase an insurance policy to cover the activities made pursuant to this Agreement subject to applicable fees to be paid with respect thereto.5.5. Delegated Use. The Service may only be used through a Company account (the "Account"). This Section 5.9 describes the circumstances under which Company may delegate access to its Account under this Agreement as well as Company's responsibilities with respect to such delegated use.5.6 Authorized Personnel. Company may authorize and appoint person(s) to exclusively act, in its name and on its behalf, to provide, approve, amend and/or replace Company's policies and configuration (which includes the appointment of the Permitted Users (as defined below)) with respect to the Services (such persons so appointed, "Authorized Personnel" ). Any update or modification of Company's policies and configuration by the Authorized Personnel shall be deemed to be made by Company5.7. Permitted Users. Company or its Authorized Personnel may appoint and expressly authorize Company's employees and service providers to access the Service through Company's Account (each a,"Permitted User" ). Company and its Authorized Personnel will ensure that the Permitted Users keep the Account login details secure at all times. Unauthorized access or use of the Account or the Service must be immediately reported to DataMynt.5.8. Further Responsibilities of Company. Company will ensure that the Authorized Personnel and Permitted Users comply with the terms of this Agreement. Company is and will remain solely responsible for its internal policies and 2 procedures with respect to delegating use of the Service to Company's Authorized Personnel and Permitted Users, and Company acknowledges that it will be liable for any breach of this Agreement by its Authorized Personnel or Permitted Users. Without derogating from the above, DataMynt will not be responsible or liable in any way in any instance of unauthorized access or use of the Service by Company's Authorized Personnel, Permitted Users, or any other third-party using Company's Account to access to the Service (including in case of theft, embezzlement or similar cases).5.9. Supported protocols/tokens/exchanges and transactions. As of the Effective Date, DataMynt supports only the protocols/tokens/transactions displayed in DataMynt' console. Until DataMynt notifies Company that DataMynt supports a particular supported token, Company must not use the Service in connection with such non-Supported Token. This means, in particular and without limitation, that Company shall not attempt to receive, request, send, store, or engage in any other type of transaction involving any other than the Supported Token. DataMynt will have no responsibility or liability if Company loses, burns, or otherwise cannot access or control any token that DataMynt does not support. Company may terminate this Agreement if DataMynt does not support the tokens that were specified in the roadmap and which are required for Company in order to use the Service.5.10. Update to the software. DataMynt may from time to time provide updates or upgrades to the Service, but are not under any obligation to do so. Such updates and upgrades will be supplied according to DataMynt' then-current policies, which may include automatic updating or upgrading. From time to time, DataMynt may require Company and its personnel to install certain software updates on their devices (e.g., mobile, app) in order for it to work optimally in conjunction with the Service. It is Company's responsibility to install these updates on the devices used by it and its personnel in connection with the Service. DataMynt will not be responsible for any use of the Service, to the extent the device used was not updated and will bear no liability for any damage caused due to the inability to use the Service or for any transfer which will not be performed properly. Furthermore, for certain updates (at DataMynt' sole discretion), due to security issues, DataMynt may deny access to non-updated devices. This Agreement shall govern any update and upgrade that replaces or supplements the original Service.
6. Optional Software Services
DataMynt may, from time to time in its sole discretion, offer to provide optional additional services in connection with its provision of the DataMynt Wallet service (such services, the "Optional Software Services" ). Optional Software Services are offered on an opt-in basis to Company that affirmatively access the Optional Software Services or otherwise specify them in an Order. Please refer to Appendix A to this Agreement for a description of the Optional Software Services offered by DataMynt at this time as well as any additional legal terms and conditions that apply to their use.
7. Pricing and Payment
7.1. Fees. The Service and the provision of related services, to the extent applicable, are subject to the full payment of the applicable subscription fees as set forth in the Order. Unless otherwise specified in the Order, payment shall be made on a monthly basis.7.2. Payment Terms. Unless otherwise specified in the Order, all fees shall be due and payable at the beginning of each month, against an appropriate invoice, and Company shall affect payment of all fees by wire transfer. Payment can be made by wire transfer or credit card. If Company does not pay by the due date, the overdue amount shall be subject to a late fee equal to 1% per month or, if less, the maximum amount allowed by applicable law and/or DataMynt may also stop providing or modify the services through the Service until the whole amount is paid and require guarantee at its discretion as a condition for continuing the provision of the services. If DataMynt is requested to provide Services not specified in the Order, DataMynt will be entitled to apply the rate which is standardly applicable to such Services. Fees shall accrue from the date DataMynt sets up a client ID and will be charged to Company on a monthly basis in arrears.7.3. Taxes. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and, except with respect to income taxes of DataMynt, Company is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. Company agrees to hold harmless DataMynt from all claims and liability arising from Company's failure to report or pay such taxes, duties or other governmental charges.7.4 Customer Payments. Company acknowledges and agrees that if it accepts a customer payment instrument for Payment, the customer has hereby satisfied their related obligation to pay Company for a supply of goods or services, and Company shall then deliver the purchased goods and/or service to such customer.
8. Support Services
Support and maintenance services are provided according to our Service Level Agreement located at DataMynt.com/sla as may be amended from time to time.
9. Limited Warranties; Disclaimer of Warranties
9.1. Representations. Each Party warrants that: (a) It has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement to which it is bound; and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this Agreement.9.2. DataMynt' Representations . DataMynt further warrants that: (a) the Service will perform materially in accordance with the applicable documentation; and (b) the Service and the use of the Service will not introduce any malicious code into Company's systems. In case of failure to the above warranties, Company will immediately notify DataMynt of such failure, and DataMynt will make commercially reasonable efforts to repair or replace the non-conforming Service.9.3. Company's Representations. Company further represents and warrants and shall ensure that its digital assets activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.9.4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE AND THE SERVICES PROVIDED BY DataMynt TO COMPANY ARE PROVIDED "AS IS" AND DataMynt AND ITS SUPPLIERS, IF ANY, MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. DataMynt DOES NOT WARRANT THAT THE SERVICE WILL MEET COMANY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.9.5. MALICIOUS CODE. DataMynt HAS NO RESPONSIBILITY FOR ANY DAMAGE RESULTING FROM (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO COMPANY'S ACCOUNT) AND THE WARRANTY DOES NOT APPLY TO ANY SECURITY BREACH RESULTING FROM: (i) ANY MODIFICATIONS OR ALTERATION OF THE SERVICE ITS FUNCTIONALITY OR CAPABILITIES THAT IS NOT MADE BY DataMynt OR ITS AGENTS; AND/OR (ii) BY MALICIOUS CODE, MALWARE, BOTS, WORMS, TROJANS, BACKDOORS, EXPLOITS, CHEATS, FRAUD, HACKS, HIDDEN DIAGNOSTICS, OR OTHER MECHANISMS TO DISABLE SECURITY OR CONTENT PROTECTION THAT IS RESULTING FROM COMPANY'S NETWORK OR SYSTEM.9.6. Additional Disclaimers. DataMynt cannot warrant and does not warrant that the content available via Service is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the content, or any part thereof without the requirement of giving Company any notice prior to or after making such changes to the content. Notwithstanding any of the foregoing, in the event that the Service does not accomplish a transaction or any other error that may happen DataMynt is not responsible for any claim, liability, expenses, losses, costs, and/or claims.
10. Intellectual Property Indemnity
10.1. DataMynt agrees to defend, at its expense, any third party action or suit brought against the Company alleging that the Service, when used as permitted under this Agreement, infringes intellectual property rights of a third party ("IP Infringement Claim"); and DataMynt will pay any damages awarded in a final judgment against the Company that are attributable to any such claim, provided that (i) the Company promptly notifies the DataMynt in writing of such claim; and (ii) the Company grants DataMynt the sole authority to handle the defense or settlement of any such claim and provides DataMynt with all reasonable information and assistance, at DataMynt' expense. DataMynt will not be bound by any settlement that the Company enters into without DataMynt' prior written consent.10.2. Notwithstanding the foregoing, DataMynt shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Service made by a party other than DataMynt or its designee; (ii) Company's failure to implement software updates provided by DataMynt; or (iii) combination or use of the Service with equipment, devices or software not supplied by DataMynt or not in accordance with the Documentation (each shall be referred as "Other Claim").10.3. If the Service becomes, or in the DataMynt' opinion is likely to become, the subject of an IP Infringement Claim, then DataMynt may, at its sole discretion: (a) procure for Company the right to continue using the Service; (b) replace 4 or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite the DataMynt' reasonable efforts, then the DataMynt may terminate this Agreement and in such event accept return of the affected Service and provide a refund for any amount pre-paid by Company for such returned Service for the remaining unused period of the Service.10.4. Company will defend, indemnify, and hold harmless DataMynt and its officers, directors and employees ("DataMynt Indemnitees") from and against any Claims against DataMynt Indemnitees, to the extent based upon Other Claims.10.5. This Section states DataMynt' entire liability, and Company's exclusive remedy, for claims or alleged or actual infringement.
11. Limitation of Liability
EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR COMPANY'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF DataMynt' INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF ANY LICENSE GRANTED HEREUNDER); NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS. EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION 9, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR DAMAGES RESULTING FROM COMPANY'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF DataMynt' INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER); EITHER PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO DataMynt IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO DataMynt' UNDER THIS AGREEMENT.
12. Confidential Information
Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including without limitation trade secrets and other information related to the Services, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). The Documentation shall be considered as Confidential Information hereunder. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party's obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party's Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement. The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or regulation, or by the order of any court of law or governmental or administrative agency of competent jurisdiction, provided that, except as prohibited by law, regulation or the court or agency issuing the disclosure requirement, receiving party will take reasonably practicable steps to give disclosing party prior notice of such requirement and cooperate (at disclosing party's request and expense) with the disclosing party's efforts to seek a protective order or otherwise prevent or restrict such disclosure. Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
13. Term and Termination
13.1. Term. This Agreement is effective as of the Effective Date and shall remain in effect for three (3) years thereafter (the "Initial Term") unless terminated earlier in accordance with this Agreement. Unless a Party gives the other Party written notice of termination at least three (3) months prior to expiry of the Initial Term or any extension term, this Agreement shall automatically renew for successive one (1) year terms Renewal Terms shall collectively be referred to as the "Term"). If Company shall continue to use the Service licensed hereunder past any renewal date, Company shall be deemed to have renewed the Agreement for the following Renewal Term.13.2. Termination for Breach. Either party may terminate this Agreement at any time by giving written notice to the other party if the other party is in breach or default of any material provision of this Agreement, and, if curable, fails to cure the breach or default, within thirty (30) days after being given written notice, specifying details of the breach or default and requiring the same to be remedied.13.3. Suspension of Services. If Company does not pay two monthly consecutive invoices, DataMynt, in its sole discretion, may suspend, block and/or restrict Company's access to the system and the Service. DataMynt will give Company ten (10) days prior notice of such suspension or termination.13.4. Effect of Termination. Upon termination, Company shall: (i) immediately cease use of the Service; (ii) transfer and remove all the amounts deposited or transferred to its Wallet and ensure that no amounts will be transferred to its account following termination; (ii) return to DataMynt any and all of DataMynt Confidential Information then in its possession DataMynt shall not be liable to any amount transferred to Company 's wallets following the termination of the Agreement.13.5. Survival. All provisions of this Agreement which may reasonably be interpreted or construed as surviving the expiration or termination of this Agreement including, but not limited to, Sections 2 (Service Restrictions), 3 (Proprietary Rights), 4 (Company Data), 9 (Limited Warranties; Disclaimer of Warranties), 10 (Intellectual Property Indemnity), 11 (Limitation of Liability), 12 (Confidential Information), 13.4 (Effect of Termination), this Section 13.5 (Survival) and 16 (Miscellaneous) shall survive any expiration or termination of this Agreement.
14. Force Majeure
Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, omission or condition beyond the reasonable control of the affected party ("Force Majeure Event"), provided the affected party gives prompt notice to the other and makes reasonable efforts to resume performance as soon as possible. The party not affected by such act, omission or condition may terminate this Agreement upon written notice if the other party remains unable to perform because of any circumstances described in this Section 14 for a period of more than 60 days. It is hereby clarified that neither an occurrence of a Force Majeure Event or the termination of this Agreement in connection therewith shall relieve either party from its obligations to pay the other any outstanding payments due under this Agreement.
15. Export Controls and Trade Sanctions Compliance
Company agrees that Company use of the Service will comply with applicable export control and trade sanctions laws, rules and regulations, including without limitation the regulations administered by the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") and the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (collectively, "Export Control Laws"). Company represents and warrant that (i) Company is not a citizen of, or located within, a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including without limitation Crimea, Cuba, Iran, North Korea, and Syria); (ii) Company is not identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS); and (iii) that no content created or submitted by Company is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. Company agrees that Company will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, any content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which Company may be subject. Company acknowledges that the Service may not be available in all jurisdictions and that Company is solely responsible for (i) complying with the Export Control Laws and (ii) monitoring them for any modifications.
16. Governing Law and Jurisdiction
16.1. This Agreement shall be governed by and construed under the laws of the State of California, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of California shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
17. Miscellaneous
17.1. Entire Agreement. This Agreement, together with the Order- represents the complete agreement concerning the subject matter hereof, and supersedes any prior or contemporaneous agreements between the parties with respect to the subject of this Agreement. The Agreement may be amended only by a written agreement executed by both Parties. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.17.2. Relationship of the Parties. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee or agency relationship between the Parties.17.3. Waiver. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of this Agreement will in no way affect the such party's right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Agreement constitute a waiver of any succeeding breach.17.4. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, whose consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by DataMynt in connection with a merger, consolidation, sale of all of the equity interests of DataMynt, or a sale of all or substantially all of the assets of DataMynt to which this Agreement relates.