Effective Date: 1st February, 2024
Version 1.0
THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER.
These Bizmated CRM Terms and Conditions (“Terms” or “Agreement”) are a binding legal agreement and explain the terms by which you may use our online platform located at www.bizmated.com, services, and software provided on or in connection with the service (collectively, the “Service”).
Definitions
Access Credentials refer to a verified email address, password, and optionally a mobile phone number, used in combination to verify the identity and authorization of the Authorized User for accessing and using the Service.
Authorized User(s) refers to an individual(s) who has valid access to the Service, designated and/or authorized by the Customer (itself, or its employee, agent, consultant, or contractor) to access and use the Service.
Business Hours refer to the hours between 10:00 AM and 5:00 PM CST (UTC -6) on any weekday, excluding bank holidays or public holidays in the USA.
Customer refers to the entity, sole trader or person that has entered into this Agreement by accepting the clickwrap during the sign-up process by clicking a button or checking a box marked “I Agree” (or something similar) on the Site or entered into an agreement with Bizmated in another way for the Service usage. The Customer signifies that he/she/it/they have read, understood, and agreed to be bound by these Terms, whether or not the Customer is an active user of our Service.
Customer Data refers to any content, data, information, or material provided or submitted by the Customer and the Authorized Users while using the Service. It also includes any content, data, information, or material that is collected or generated by the Service as a result of queries made by the Customer and the Authorized Users.
Documentation refers to the user guides, online help, and release notes provided or made available by Bizmated to the Customer for the purpose of using or operating the Service.
Fee refers to the amount(s) defined in the Order Form and payable by the Customer as fees for the Service. These fees can be either a one-time payment or recurring payments collected on a monthly or yearly basis.
Intellectual Property Rights or IP Rights refer to all rights associated with works of authorship, including copyrights, mask work rights, and moral rights; trademark or service mark rights; trade secret rights and know-how; patents, patent rights, and industrial property rights; layout design rights and design rights; trade and business names, domain names, database rights, rental rights, and any other industrial or intellectual proprietary rights or similar rights (whether registered or unregistered). It also includes all registrations, applications for registration, renewals, extensions, divisions, improvements, or reissues relating to any of these rights, as well as the right to apply for, maintain, and enforce any of the aforementioned items, in any jurisdiction worldwide.
Order Form refers to a written or electronic document, subscription or confirmation in any tangible form specifying the Service to be provided between the Customer and Bizmated, including any supplements. Payment of an invoice or Subscription through the Site indicates acceptance of the terms and conditions related to the scope and quantity of the available services outlined in the Order Form (Subscription plan). You can find information about pricing for Bizmated CRM at https://www.bizmated.com/pricing and for carrier fees at https://www.bizmated.com/carrier-fees.
Site refers to the web interface of the Service offered by Bizmated for interaction with and receipt of the Service, as well as webpages with information about Bizmated offers, blog posts, etc., located at www.bizmated.com.
Service refers to a suite of online Customer Relationship Management (CRM) software and supportive apps and services for businesses that allow users to help organize client relationships and interactions, to integrate chats, SMS, phone calls, and engage in other electronic communications. It also includes integration capabilities, automation, and other features available on the Site.
Subscription refers to the Customer’s right to access and use the Service for a limited period and in the quantities described in the applicable Order Form (Subscription plan).
Support refers to the standard Customer support for the Service as described in Schedule 1 (Service Level Agreement and Support).
Third Party refers to any legal or natural person who is not an Authorized User.
Subscription Term refers to the period(s) during which the Customer has the right to access and use the Service.
Subscription
Subject to payment of applicable Fees, Bizmated provides access to the Service on the terms of this Agreement and provides Support to Customer in accordance the Schedule 1 (Service Level Agreement and Support).
The Customer is responsible for any network or internet connectivity, hardware (PC, laptop, etc.) and software (operational system, web browser, etc.) required to access or use the Service.
Access to the Service granted to limited number of the Authorized Users included in the Order Form (Subscription plan).
Credentials: Each Authorized User has unique Access Credentials. Customer will ensure that each Authorized User, as applicable, uses the Service following applicable laws, regulations, and this Agreement, and maintains the security of the Access Credentials (include its password). Bizmated may refuse access to the Service to any individual or terminate or suspend an Authorized User who has violated the terms of this Agreement and will notify the Customer in writing following any such action. The Customer agrees to be liable for all activities that occur with the use of the Access Credentials. The Customer must notify Bizmated as soon as possible of any known or suspected unauthorized use of the Authorized User’s Access Credentials or any other breach of security relevant to these Terms and the Service.
Restrictions: Customer will not (i) permit any Third Party to access and/or use the Service; (ii) sell, sublicense, rent, or lease access to the Service (including on a service bureau or similar basis); (iii) except as expressly provided herein, create derivative works from, distribute, or in any way exploit the Service or portions thereof. Except as permitted by applicable law, Customer may not itself or through others reverse engineer, decompile, disassemble or attempt to derive the Service source and/or object code; (iv) resell and/or distribute/market use, offer, embed, convey, lend, lease, share, sell, transfer, sublicense, rent, or timeshare or otherwise exploit the Service, whether or not for a fee, in any managed service provider (MSP) offering, platform as a service (PaaS) offering, software as a service (SaaS) offering, service bureau, or other similar product or offer, including offering any of the Service standalone service or as hosted service; (v) use in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
Customer Obligations: Customer is solely responsible for its Authorized User’s use of the Service. If the Customer chooses to have Authorized Users access to the Service on its behalf, the Customer acknowledges that the Customer, and not Bizmated, is solely responsible and liable for (a) the acts and omissions of such Authorized Users in connection with the Service; (b) any Customer Data that the Customer requests or instructs the Authorized Users to include in the Service; (c) the issuance, removal and/or deactivation of the credentials issued for such Authorized Users; (d) the Customers services. Further, if the Customer requests or instructs Authorized Users to send, import or upload Customer Data to the Service, such actions by the Authorized Users shall be deemed to be actions of the Customer.
Bizmated reserves the right at any time to modify or discontinue, temporarily or permanently, a Subscription with or without notice and for any reason or no reason. If an account is suspended no refund will be granted.
Payment Terms
Fees: The Customer agrees to pay the fees as outlined in the Order Form or on a monthly or annual basis. All amounts are payable in the currency outlined in the Order Form – US Dollars. Amounts due are exclusive of all applicable taxes, levies, or duties, and the Customer will be solely responsible for payment of all such amounts.
Payment should be made by the Customer in advance online by debit or credit card or other payment method available on the Site on the day of Subscription started or before one day that such Subscription renewal on next term (on a monthly or annual basis). Bizmated will automatically bill you from date of the Subscription and on each periodic renewal until cancellation. Alternatively, the Customer can pay by wire transfer based on Bizmated invoices sent by email within five (5) Business Days after sending such an invoice.
If any amount remains unpaid by the payment date, Bizmated has the right to suspend or terminate access to the Service as described here until full payment is received.
Subscription, i.e. access and use of the Service, commences as soon as Bizmated receives money in full for the relevant period (month or year).
Carrier Fees: To use additional services not included in Subscription plan (e.g., phone calls, text messages, email verifications, emails sending, AI features, etc.), the Customer must pay in advance the amounts determined according to its needs based on the carrier fees defined at https://www.bizmated.com/carrier-fees.
Bizmated may agree to grant to the Customer access to a trial version of the Service that may be available free of charge during a trial period specified by Bizmated.
Taxes: Fees do not include any sales, withholding, value-added or other state or federal taxes or duties. The Customer agrees to pay all applicable taxes, public fees, duties, deductions or withholding for which Bizmated is required to pay account, exclusive of any tax on Bizmated income. The Customer shall directly pay any such taxes or duties assessed against it unless the Customer provides Bizmated on time with a valid certificate of exemption or other evidence that are not taxable.
Transfer of the Customer’s Subscription automatically and immediately terminates the Customer’s Subscription and the Customer’s eligibility for any discounts or other benefits that may be associated with the Customer’s Subscription.
Bizmated reserves the right to change pricing at any time for any or for no reason. In the case of a price change, we will send an email in advance (no later than 30 days) with the corresponding notification. We reserve the right to not honor typographical errors which may cause incorrect pricing on the Site.
The Customer warrants that information provided to us with respect to the Customer’s identity and contact and billing information is correct and accurate, and the Customer undertakes a continuing duty to maintain accurate records with us. Failure to maintain accurate contact information may result in diminution of services including but not limited to Support Services and access to the Service, and we reserve the right to immediately terminate without refund the Customer’s Subscription in the event of fraud or misrepresentation.
Refund Policy
In accordance with these Terms, fees paid, and money spent are generally not refundable, except a 15-day money back guarantee for the first Subscription Term.
All refunds are at the sole and exclusive discretion of Bizmated, and we reserve the right to refuse to offer a refund for any reason or for no reason, including in all instances in which a Subscription is terminated by us, whether for cause or not.
We are so confident in our Service that we offer a 15-day money back guarantee. If you find our Service are not compatible, we can refund the Customer, the price the Customer paid.
Refunds will not be offered for Subscription and additional services purchases paid in advance.
If you believe that you are entitled to a refund, please contact us at info@bizmated.com. Please accompany your request with the relevant information and any supporting evidence.
If you think there has been an error in billing or are eligible for a refund, please contact us at info@bizmated.com with the following information:
– your full name (or company name);
– address of residence (office);
– reason for requesting a refund;
– email address which you specified during authorization;
– the last four digits of the credit card or payment method used to make a payment.
– supporting evidence (for example, transaction details, your receipt, bank statement, etc.).
The Customer takes full responsibility for the information provided by the Customer at the enquiry of refund. When requesting a refund, we have the right to ask for additional information to verify the transaction and the Customer’s identity. This may include personal documents for identity verification. We may also require your bank details for processing the refund, among other things.
Should you dishonestly apply to your bank, card issuer or payment service provider for a chargeback without first following our refund procedure, we may be entitled to bring legal action against you to recover from you any resulting losses that we may suffer.
Ownership
Bizmated and its third-party suppliers retain all Intellectual Property Rights, title, and interest in and to the Service, Documentation, Bizmated trademarks, business and trade names, all Site content, including all Intellectual Property Rights, and modifications and derivative works thereto.
All rights in and to the Service, Documentation and Site content not expressly granted to the Customer in the Agreement are reserved by Bizmated. The Customer shall have no right to use any Bizmated trademarks. The Customer may not remove any copyright, trademark or other proprietary notice displayed or included in the Service, Site. The Customer is not obligated to provide Bizmated with any suggestions or feedback about the Service, but if the Customer to do so, Bizmated may use and modify this feedback for any purpose, including developing and improving the Service, without any liability, time limitation, restriction, or payment to the Customer.
Customer Data
All Customer Data submitted by the Customer to Bizmated will remain the sole and exclusive property of the Customer and/or relevant Authorized User. Subject to the terms and conditions of this Agreement, the Customer grants to Bizmated a non-exclusive, royalty-free, worldwide, sub-licensable, transferable, license to use, copy, store, modify, transmit and display Customer Data to the extent useful or necessary to perform its obligations under the Agreement, in particular, to provide and maintain the Service, and for no other purposes. Bizmated will not use the Customer Data for any purpose other than to provide the Service to the Customer.
The Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions, privacy permissions and compliance with privacy protection laws and regulations for all Customer Data. The Customer is solely responsible for Customer Data as uploaded to or processed by the Service or otherwise provided to Bizmated. Bizmated expressly disclaims any liability arising from such Customer Data. The Customer may not use the Service to transmit, store, display, distribute or otherwise make content available that is illegal, harmful, or offensive, including content that is defamatory, obscene, abusive, invasive of privacy, or pornographic.
The Customer will comply with all applicable laws regarding the Customer Data, use of the Service and the Bizmated content, including but not limited to laws involving data protection law. Bizmated reserves the right to terminate the Agreement for cause in the event the Customer materially breaches the provisions of this section.
Bizmated reserves the right but is not obliged, to review and remove, any Customer Data which is deemed to be in violation with (i) the provisions of the Agreement or otherwise inappropriate, (ii) any rights of Third Parties, or (iii) any applicable legislation or regulation, and/or suspend the Service. In addition, the Customer acknowledges that it, and not Bizmated, is solely responsible for providing any access to, removal, processing and/or modification of such Customer Data.
Data Protection
Bizmated’s Privacy Policy shall apply to Customer and Authorized Users, Customer’s clients when Bizmated is processed its data. Bizmated’s Privacy Policy is located at https://www.bizmated.com/privacy-policy.
Data Processing: The Customer shall ensure that the Customer is entitled to collect, process, and store the relevant personal data via the Service and transfer this data to Bizmated. So that Bizmated may lawfully use, process, store and transfer this personal data following the Agreement on the Customer’s behalf. Customer shall ensure that relevant Third Parties have been informed of, and have signed the appropriate legal mechanism to, such use, processing, storage, and transfer as compliant with applicable data protection laws and regulations and industry standards. Bizmated shall process the personal data following these Terms and any lawful instructions reasonably given by the Customer from time to time.
The Customer acknowledges and agrees that Customer Data may be shared with Bizmated’s employees, contractors, affiliates, third-party service providers and other sub-processors who have a need to know such data to provide technical support or services under these Terms and are bound by confidentiality obligation before such disclosure.
Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of personal data or its accidental loss, destruction, or damage.
Aggregate Information Usage: Bizmated may collect, and aggregate data derived from the operation of the Service (“Aggregated Data”), and Bizmated may use such Aggregated Data for purposes of operating Bizmated’s business, monitoring the performance of the Service, improving the Service, technical support. Bizmated’s use of the Aggregated Data shall not reveal any Customer Data, the Customer confidential information, or personally identifiable information of Authorized Users, Customer’s clients.
Warranties and Disclaimer
The Service is purchased “AS IS.”
During the Subscription Term, the Service will perform materially following the applicable Documentation and specifications. Provided that Customer notifies Bizmated of a claim under this warranty within thirty (30) days of the date on which the condition giving rise to the claim first appears. Customer’s exclusive remedy and Bizmated’s sole liability regarding any breach of this warranty will be, at Bizmated’s option and expense, to their: (a) repair or replace the non-conforming Service; or (b) terminate the Order Form or Subscription for the affected Service and refund Customer, on a pro-rata basis, any unused, prepaid fees as of the termination effective date; or (c) proportionally reduce a monthly fee.
THE CUSTOMER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY OUTLINED IN THESE TERMS, BIZMATED HAS NOT MADE ANY REPRESENTATION OR WARRANTY TO THE CUSTOMER REGARDING THE SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BIZMATED DISCLAIMS ANY IMPLIED WARRANTY CONCERNING TITLE, NON-INFRINGEMENT, MERCHANTABILITY, DESIGN, CONDITION, DURABILITY, PERFORMANCE, QUALITY, CAPACITY OR TECHNICAL COMPATIBILITY OF THE SERVICE OR FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE. CUSTOMER AGREES THAT BIZMATED WILL NOT BE LIABLE FOR EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO USE THE SERVICE WHETHER SUCH DAMAGES ARE BASED UPON CONTRACT, TORT, INTENTIONAL CONDUCT, EQUITY OR ACCORDING TO SOME OTHER THEORY, INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY, WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN TO OR WAS FORESEEABLE BY BIZMATED AND WHETHER SUCH DAMAGES ARE ASSERTED BY CUSTOMER OR SOME THIRD PARTY.
Limitation of Liability
THE CUSTOMER FURTHER ACKNOWLEDGES THAT BIZMATED’S MAXIMUM AGGREGATE LIABILITY TO THE CUSTOMER UNDER ANY LEGAL THEORY (INCLUDING ITS NEGLIGENCE) FOR DAMAGES ARISES DIRECTLY OR INDIRECTLY OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO ACCESS OR USE THE SERVICE WILL NOT, IN ANY EVENT, EXCEED AN AMOUNT EQUAL TO THE FEE PAID BY CUSTOMER TO BIZMATED CONCERNING THIS AGREEMENT.
THE CUSTOMER ACKNOWLEDGES THAT THE PRICING OF THE SERVICE REFLECTS THE INTENT OF THE PARTIES TO LIMIT BIZMATED’S LIABILITY AS PROVIDED HEREIN. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE INTENDED TO LIMIT BIZMATED’S LIABILITY AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE CUSTOMER AND BIZMATED AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, SERVICE OR CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND WAIVED.
Bizmated is not responsible for defects caused by changes or issues resulting from Customer’s or third party’s hardware, software, services, tools, or applications it does not have direct control over, including but not limited to: networks, cloud services, operating systems, software programs, plug-ins, extensions, applets, newly discovered vulnerabilities, scripts, or other items.
Bizmated shall not be liable for any unauthorized access to the Customer’s account by any Third Party.
Bizmated makes no warranties or representations of any kind, whether expressed or implied, for the suitability or the outcome from the use of the Service it is providing
Indeminty
The Customer agree to release, defend, indemnify, and hold Bizmated and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) the Customer’s access to or use of the Service, or the Customer’s violation of these Terms; (b) the Customer’s reliance on the Service; (c) the Customer’s violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that the Customer’s use of the Service caused damage to a third party. Bizmated shall have the right to control all defense and settlement activities.
Confidentiality
The Customer’s or Bizmated data and any information disclosed by either party, which is originated by the disclosing party or is within the special knowledge of the disclosing party and which is in documentary form and conspicuously marked “Confidential” at the time of disclosure, or if not in documentary form is reduced to writing and forwarded to the receiving party within five (5) days of the date of initial oral disclosure and marked “Confidential”, will be considered confidential and proprietary information (the “Confidential Information”) disclosed to the receiving party for the purpose stated above.
The receiving party will maintain the confidentiality of such Confidential Information by using the same degree of care that the receiving party takes to hold in confidence its proprietary Confidential Information of a similar nature, which will be no less than reasonable care. However, the receiving party will not be required to keep confidential any Confidential Information, which (a) is or shall become publicly available without fault on the part of the receiving party; (b) is already in the receiving party’s possession before receipt from the disclosing party; (c) is independently developed by the receiving party; (d) is disclosed by the disclosing party to third parties without similar restrictions; (e) is required to disclose by applicable law; or (h) is rightfully obtained by the receiving party from third parties without restriction.
Term and Termination
This Agreement shall continue until the Subscription Term expiry or been terminated unless earlier terminated following the terms of this Agreement.
This Agreement may be terminated by Bizmated immediately if: (i) the Customer misuse of the Service; (ii) the Customer becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for the Customer or a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against Customer; (iii) the Customer fail to pay the Fee; or (iv) if the Customer breaches any other material provision of this Agreement and fails to correct such breach within thirty (30) days of its receipt of written notice thereof; (v) breach data protection or anti-spam laws or other laws or breach rights of third parties during the Service usage.
This Agreement may be terminated by Customer with thirty (30) days prior notice or by Subscription cancellation through the Site or immediately if Bizmated becomes insolvent.
Effect of Termination: Expiration or termination of the Agreement shall simultaneously terminate all Customer’s rights and access to the Service and Bizmated’s obligations with respect thereto.
Governing Law and Venue
The laws of the State of Texas, excluding its choice of law provisions, will govern the construction, interpretation, and performance of this Agreement. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to this Agreement.
The Customer agree that (I) the Site and the Service shall be deemed solely based in the State of Texas, and (ii) the Site and the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Bizmated, either specific or general, in jurisdictions other than the State of Texas.
In the event of any dispute between the Customer and Bizmated, the Customer agree to binding arbitration prior to and in lieu of the commencement of any legal action by an arbitrator and by procedures agreed to by the Customer and Bizmated or, if we cannot agree, by three arbitrators approved by the American Arbitration Association according to the procedures set forth thereby. The Customer agree that in any dispute, the laws of the State of Texas shall apply, including application of its laws concerning conflicts of laws. In the event that any legal action should commence, the Customer consent to the exclusive jurisdiction of the Frisco Municipal Court, Texas, personally and otherwise, and the Customer agree that Frisco Municipal Court, Texas, is an appropriate and convenient venue.
Arbitration and Class Action Waiver
Further, the Customer hereby expressly waive any right to proceed in any dispute resolution process, whether in arbitration or court or elsewhere, in any capacity other than individually; this means the Customer give up any right to sue as a plaintiff or class member in any purported class or representative proceeding.
The Customer further agrees that in any dispute, if Bizmated, prevails Bizmated shall be entitled to recover from the Customer the expenses of the dispute resolution, including the cost of arbitration, any court costs, and reasonable attorney’s fees.
The Customer agrees that in any dispute, its sole and entire remedy is a refund of Customer’s purchase(s). Bizmated liability shall be limited to the amount of Customer’s purchase(s), and under no circumstances whatsoever shall Bizmated, or any of its staff or agents, be held liable for any amount, however designated or calculated, that exceeds the dollar value of Customer’s combined purchases from Bizmated.
Miscellaneous
Notices: Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Bizmated by posting to the Site or via email. For notices or communications by Bizmated made by email, if any, the date of receipt will be deemed the date on which such notice is transmitted.
Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted to best affect the intent of the parties.
No Waiver: No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise or the exercise of any other right.
Force Majeure: Neither party to this Agreement shall be liable to the other for any delay or failure by such party to perform its obligations (excluding obligations to pay money) under this Agreement if such delay or failure arises from any cause or causes beyond the reasonable control of such party, including, without limitation, labor disputes, strikes, natural disasters, floods, lightning, shortages of materials, rationing, utility or communication failures, unavailability to access of the internet via any relevant provider, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, personal sanctions issued by the government, blockades or regulations or orders of governmental authorities. If the party shall be delayed or prevented from performing such party’s obligations according to this Agreement due to any cause beyond such party’s reasonable control, such delay shall be excused during the continuance of such delay and the period of performance shall be extended to the extent necessary to enable such party to perform its obligations after the cause of such delay has been removed. Provided, however, if such performance is delayed for thirty (30) or more days, the party entitled to the benefit of such performance may elect to terminate this Agreement.
Data Back-Up: the Customer will be solely responsible for back-up and other protection of its data against loss, damage or corruption, and the Customer will be solely responsible for reconstructing data that may be lost, damaged, or corrupted during the performance of the Service.
Assignment: the Customer may transfer or assign its rights under this Agreement but only with the advance written consent of Bizmated, which shall not be unreasonably withheld. As a condition precedent to any such assignment or transfer (a) the assignee/transferee must agree in writing to comply with all of the obligations of the Customer under this Agreement; (b) Bizmated must be given a copy of the assignee/transferee’s written undertaking to comply with all of the obligations of the Customer under this Agreement; and (c) all fees, if any, must be paid to Bizmated.
Survival: Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.
Both the Customer and Bizmated have had ample time and opportunity to retain the advice of counsel and review this Agreement with our respective counsel. Prior to entering this Agreement, the Customer and we have also had ample time and opportunity to communicate in order to negotiate and amend the terms of this Agreement to each of our benefits. The Customer and Bizmated agree therefore that in any instance in which this Agreement may be construed by a tribunal, the Agreement shall not be construed against a party by virtue of that party’s authorship or whether that party chose to retain counsel.
Headings: The headings contained in this Agreement are intended for convenience or reference only and shall not control or affect the meaning or construction of any provisions of this Agreement.
Entire Agreement: The preceding Agreement governs the sale of Bizmated CRM online service, its extensions, and additional services available on the Site. It constitutes the entire agreement between the Customer and Bizmated, superseding any prior, other, or different agreements or negotiations between the Customer and Bizmated. The Terms and Conditions herein continue in nature and may be altered or amended by us at any time for any reason or for no reason and with prior 30 days’ prior notice. By placing an order or make Subscription with us the Customer acknowledge that the Customer have read and understood the terms and conditions of this Agreement, including as they may be amended, and agree to be bound thereby.