Last updated: June 2, 2022
The Parties are independent contractors. The Agreement is not intended to, and does not create, a partnership, franchise, joint venture, agency, personnel leasing, fiduciary or employment relationship between the Parties.
Except as otherwise set forth herein, all notices must be in writing and in English and may be sent by e-mail (if to Paradox, to email@example.com and if to Client, to the primary billing e-mail address on the Order Form or the applicable Cloud Software administrator account email address), except: (i)notice of breach or demands for indemnification must be sent by either certified mail or internationally recognized courier to the address indicated in the relevant Order Form or such other address as either Party may indicate by at least ten (10) days’ prior written notice to the other Party; and (ii) general notices for the Services applicable to all clients may be provided to Client via the Client’s Paradox account.
No waiver of any right under the Agreement will be deemed effective unless contained in a writing signed by a duly authorized representative of the Party to be bound, and no waiver of any past or present right arising from any breach or failure to perform will be deemed a waiver of any future right arising under the Agreement.
If by reason of labor disputes, pandemic, public health emergency, strikes, lockouts, riots, war, terrorism, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or other causes beyond the reasonable control of a Party hereto, Paradox is unable to perform in whole or in part its obligations under the Agreement, then Paradox will be relieved of those obligations to the extent it is unable to perform and such inability to perform will not make Paradox liable to Client. Paradox will not be liable for any losses, injury, delay or damages suffered or incurred by Client due to these causes.
Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed), except that Paradox may assign the Agreement in its entirety without consent to Paradox’s Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Paradox’s assets or shares so long as the assignee agrees to be bound by all of the terms of the Agreement and all past due fees are paid in full. Any attempt by a Party to assign its rights or obligations under the Agreement other than as permitted by this Section will be void and of no effect. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
The Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflict of laws rules. Venue will be in the state and federal courts of Delaware. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act are expressly excluded from the Agreement.
Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Client will not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of mass destruction.
Except as set forth in these Terms, neither Party will use the other Party’s name, logos or trademarks, without the prior written consent of the other Party, in any written press releases, advertisements and/or marketing materials, except that Paradox may use Client’s name and logo in lists of Paradox clients and on the Paradox website. Such usage will not be classified as an advertisement but an identification as an entity who receives Services from Paradox.
Nothing contained in any purchase order, clickwrap agreement, or other document or instrument issued by Client will in any way modify or add any additional terms or conditions to the Agreement, and any such modified or additional terms or conditions are expressly rejected and excluded from the Parties’ agreement under the Agreement.
The Agreement, including any appendices, schedules, exhibits, Order Forms, or addenda, sets forth the entire understanding and agreement between the Parties with respect to the subject matter of the Agreement and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. The Agreement, and each Party’s rights and obligations hereunder, may only be amended by a written amendment, signed by both Parties, that expressly references the Agreement. Nothing contained in any purchase order, vendor management terms and conditions, click-through or similar terms and conditions (“Additional Terms”) shall modify or amend either Party’s rights or obligations with respect to the Services. Any and all such Additional Terms are expressly rejected, notwithstanding any agreement to or acceptance of such terms by Paradox, and shall have no force or effect, as the terms and conditions of the Agreement shall govern.
Any portion of the Agreement may be executed in counterparts, which taken together will form one binding legal instrument. The Parties consent to the use of electronic signatures in connection with the execution of the Agreement, and further agree that electronic signatures to the Agreement will be legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and a mere email which appears to state consent to an agreement or action will not be considered an electronic signature.
The prevailing Party in any action or proceeding to enforce the Agreement, including any efforts to collect amounts due under the Agreement, is entitled to recover from the other Party its costs and attorney’s fees in addition to damages.
Notwithstanding anything to the contrary contained in Section 12, any Party may immediately seek equitable relief (without the necessity of posting bond), including, without limitation, temporary injunctive relief, against the other Party in any court of competent jurisdiction with respect to any and all equitable remedies sought in connection with the Agreement. In addition, Paradox may, at its option, pursue any and all remedies available at law and in equity in any court of competent jurisdiction with respect to any claim against Client for nonpayment under the Agreement.
Except as otherwise set forth in the Agreement and subject to the terms of the Agreement, all remedies available to either Party for breach of the Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of any other remedies.
In the event of a dispute between the Parties, the Agreement will not be construed for or against either Party but will be interpreted in a manner consistent with the intent of the Parties as evidenced by the terms of the Agreement. Unless otherwise specified, “days” means calendar days.
If any provision in the Agreement is held invalid or unenforceable, that provision will be construed, limited, or modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of the Agreement will remain in full force and effect.