Terms & Conditions

Revised as of June 18, 2024

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CUSTOMER AGREES TO THESE TERMS OF SERVICE BY (A) CLICKING TO ACCEPT OR AGREE WHERE SUCH OPTION IS MADE AVAILABLE TO CUSTOMER, OR (B) ACTUALLY USING OR ACCESSING THE SERVICES (THE “EFFECTIVE DATE”).

These Terms of Service constitute an agreement (the “Agreement”) by and between Village Kid, LLC, a Delaware limited liability company (“Village Kid” or “Company”) and the corporation, LLC, partnership, sole proprietorship, other business entity, or individual (“Customer”) agreeing to this Agreement. Company and Customer may be referred to individually as a “Party” and collectively as “Parties.” 

This Agreement is effective as of the Effective Date. Customer’s use of and Company’s provision of the Services (as defined below in Section 1) are governed by this Agreement.

1. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement:

1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

2. “Feedback” means any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users.

3. “Customer Data” means all information, documents, images, files or materials uploaded, created, modified, or stored in the Services by Customer or Customer’s Users.

4. “Privacy Policy” means the privacy policy found at https://www.villagekid.co/privacy-policy which is hereby incorporated into this Agreement. 

5. “Services” means the Village Kid platform and offerings, including, without limitation and as applicable, the offerings made available through the Site.

6. “Site” means all websites, applications, and other online platforms owned, operated, or managed by Company. This includes, but is not limited to, websites, any subdomains thereof, all mobile applications published by Company, and any other digital services or platforms where Company provides content, products, or services.

7. “User” means any individual who uses the Services on Customer’s behalf or through Customer’s account or passwords, whether authorized or not, or any individual who Customer grants access or use to the Services under the rights granted to Customer pursuant to this Agreement.

2. ACCESS AND USE OF THE SERVICES

1. Provision of Access. Subject to and conditioned on Customer’s payment of fees, as applicable, and compliance with all the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term (as such term is defined below), solely for use by Users in accordance with the terms and conditions of this Agreement. Such use is limited to Customer’s internal use. A User’s access to and use of the Services signifies their acceptance of Company’s service terms and obligations set forth in this Agreement. Customer will ensure its Users comply with the terms of this Agreement. Customer will be liable for all acts and omissions of its Users, including but not limited to any fees or expenses incurred through a User’s use and access to the Services.

2. System Requirements. A stable internet connection, access to an appropriate application storefront, and a modern browser may be required to access and use the Services.

3. Updates; Modifications. Company reserves the right, in its sole discretion, to update, modify, or remove the features, functionality, or other aspects of the Services and/or Site at any time. 

4. Suspension of the Services. Without limiting Company’s termination rights herein, Company reserves the right, at any time, with or without notice and in Company’s sole and absolute discretion, to temporarily suspend or otherwise deny access to or use of the Services and/or Site, without incurring obligation or liability, for: (i) scheduled or unscheduled maintenance; (ii) maintaining the security or integrity of Company’s network, hardware, or associated systems or those of Company third party providers; (iii) unusual spikes in activity or usage of the Services; (iv) unplanned technical problems or outages; (v) the actual or suspected violation of this Agreement by Customer or any of its Users; (vi) any failure by Customer to pay any amounts when due; (vii) judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Company to do so; (viii) the expiration or termination of this Agreement; or (ix) any circumstances in which, in Company reasonable estimation, such suspension is necessary or useful. Company will use reasonable efforts to notify Customer of any scheduled maintenance. Company will not be liable for any suspension or disablement of the Services that occurs pursuant to this Section.

5. Service Providers. Customer acknowledges that certain aspects of the Services may be provided by or rely upon third-party service providers, and Company may share Customer Data with such service providers so that they may store, access, use, process, and copy Customer Data solely as necessary to provide features in connection with the Services. 

3. CUSTOMER RESPONSIBILITIES & RESTRICTIONS.

1. General. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, and regardless of whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Users and Representatives (as such term is defined below), and any act or omission by a User or Representative that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Users aware of this Agreement’s provisions as applicable to such User’s use of the Services, and shall cause Users to comply with such provisions.

2. Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Users or Representatives to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) use the Services in a manner that compromises the integrity of Services or the confidentiality of other users of the Services; or (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

3. Notification of Unauthorized Use. Customer will immediately notify Company of any actual or threatened unauthorized use of or access to the Services or Customer’s Customer Data that comes to Customer’s, a User’s, or a Representative’s attention. In the event of any such unauthorized use, Customer will take all steps necessary to terminate such unauthorized use or threatened activity and to mitigate its effects. Additionally, Customer will provide Company with such cooperation and assistance related to any such unauthorized use as Company may reasonably request. Notification of such unauthorized use or other security concerns should be reported to Company at @villagekid.app@gmail.com.

4. CUSTOMER DATA.

1. Ownership of Customer Data. Customer is and will remain the owner of all right, title and interest in and to all Customer Data. Customer grants Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Company, Company’s personnel, and Company’s authorized third parties to provide the Services, including, but not limited to, maintenance of the Services and Customer’s account and supporting the integrity of the Services and data processing systems. Customer hereby irrevocably grants to Company all such rights and permissions in or relating to Customer Data as are necessary or useful for Company in the provision of the Services.

2. Customer Responsibility. Customer shall retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions and materials provided by Customer or any User or Representative in connection with the Services; (iii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services; (iv) the security and use of Customer’s and its Users’ account access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer systems or Customer and Users’ account access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Company will have no responsibility or liability for the accuracy of data uploaded to the Services by Customer, including without limitation, Customer Data.

3. Customer Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all account access credentials and protect against any unauthorized access to or use of the Services; and (ii) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services.

4. Data Privacy and Security. This Agreement and use of the Services are subject to the Privacy Policy. The Privacy Policy does not apply to any third-party website or service, whether linked to the Services or not. 

5. Processing of Customer Data.   Customer understands and acknowledges that any data submitted, uploaded, or processed through the Services may have conversion issues. As a result of these pre-existing issues, there may be times when: (i) Customer Data cannot be properly processed; (ii) a certain amount of Customer Data may not be suitable or available for extraction from text, metadata or other information; or (iii) certain data may not correctly format (collectively, “Exception” or “Exceptions”). Such Exceptions may limit the function of any retrieval of the Customer Data within the Services. Additionally, Customer understands that in processing data there are times data is lost or damaged. Customer will be responsible for and shall maintain adequate back-up and archival copies of all Customer Data. Company shall bear no liability with respect to any Customer Data that is lost or damaged as a result of the processing of Customer Data. 

6. Aggregated Statistics. In the course of providing the Services, Company may monitor Customer’s use of the Services and collect and compile statistical data and performance information, analytics, metadata, or similar information, generated through instrumentation and logging systems, regarding the operation of the Services, including Customer’s use of the Services (“Aggregated Statistics”). All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Nothing in this Agreement shall restrict Company’s right to collect Aggregated Statistics or to use it for any internal business purpose, or in the manner permitted under applicable law.

5. MARKETPLACE TERMS

1. General. The Village Kid Marketplace is a marketplace platform that facilitates transactions between buyers and sellers. Company’s role regarding the Village Kid Marketplace is limited to providing a platform for users to engage in these transactions. Company does not have control over and is not responsible for any other aspect of the Village Kid Marketplace, including, without limitation, the quality, safety, legality, or accuracy of the items listed, the ability of sellers to sell items, or the ability of buyers to pay for items.
2. No Liability for Transactions. By using the Village Kid Marketplace, Customer acknowledges and agrees that Company is not a party to any transaction between buyers and sellers. Company does not endorse, guarantee, or assume any liability for any transaction. Users of the Village Kid Marketplace are solely responsible for conducting their own due diligence before entering into any transaction.
3. Customer Responsibilities. Customer is solely responsible for all interactions and transactions they engage in through the Village Kid Marketplace. Company encourages users to take appropriate precautions, such as meeting in safe, public places and verifying the identity of other parties involved in any transaction.
4. No Marketplace Warranty; Liability. Company does not provide any warranties or representations regarding the Village Kid Marketplace or the products or services listed on the Village Kid Marketplace. All transactions are conducted at Customer’s own risk. Company makes no representation or warranty that the Village Kid Marketplace or any product or service listed thereon will meet Customer’s requirements or that it will be uninterrupted, timely, secure, or error-free. To the maximum extent permitted by applicable law, Company shall not be liable for any damages, including, without limitation, any direct, indirect, incidental, special, consequential, or exemplary damages relating to or arising out of the Village Kid Marketplace or any transaction occurring thereon.

6. INTELLECTUAL PROPERTY; FEEDBACK.

1. Ownership. Company owns all right, title, and interest in and to the Services and the Site (including without limitation all software used to provide the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Site and Services), Company’s Confidential Information, and the Feedback including all intellectual property rights contained therein. Except for the express rights granted in Section 2, no other licenses or rights are granted by Company, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved. Customer may not modify, publish, transmit, reproduce, create derivative works or improvements from, distribute, display, incorporate into another web site, or in any other way exploit the Services or the Site, in whole or in part, without prior written permission from Company.

2. Feedback. Customer grants to Company and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Services the Feedback. 

3. Trademarks. The Services and Site contain valuable trademarks owned and used by Company to distinguish Company services from those of others. The Services and Site may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with permission of their respective owners. Company does not claim ownership in, or any affiliation with, any third-party trademarks or service marks appearing in the Services or Site. Customer will not use or display Company’s trademarks without Company’s prior written consent.

7. CONFIDENTIALITY.

1. Confidential Information. “Confidential Information” means all non-public, confidential, or proprietary information disclosed before, on, or after the Effective Date, by a disclosing party (the “Disclosing Party”) to the receiving party (the “Receiving Party”) or its Affiliates, or to any of such Receiving Party’s or its Affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, “Representatives“), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”. The Services, and any associated pricing, documentation, product roadmaps, business and marketing plans, and any information related to the foregoing explicitly constitutes Confidential Information of Company.

2. Confidentiality Obligations. Both Parties agree to hold Confidential Information in confidence and protect such Confidential Information from disclosure to any third party, other than as expressly set forth in this Agreement and to limit access to the other Party’s Confidential Information to such of its personnel, agents, subcontractors, suppliers and/or consultants, if any, who have a need to access such information in accordance with the terms of this Agreement. The Receiving Party shall protect Confidential Information with the same level of protection that it affords its own confidential and sensitive information, but in every case such protection must be reasonable and in accordance with applicable law. Both Parties agree that all Confidential Information is proprietary to the Disclosing Party or such third party, as applicable, and shall remain the sole property of the Disclosing Party or such third party.

3. Exceptions. Confidential Information shall not include any information that:
   1. at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement by the Receiving Party or any of its Representatives;
   2. at the time of disclosure is, or thereafter becomes, available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Receiving Party by any legal, fiduciary, or contractual obligation;
   3. was known by or in the possession of the Receiving Party, as established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party pursuant to this Agreement; or
   4. was or is independently developed by the Receiving Party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

Compelled Disclosures. Notwithstanding the foregoing, Company reserves the right to disclose Confidential Information in response to an order of a court or other governmental body of competent authority or as otherwise required by law or regulation to be disclosed (“Compelled Disclosure”), provided that, Company will use reasonable efforts to provide Customer with prior notice (to the extent legally permitted) in order to afford Customer an opportunity to seek a protective order or otherwise challenge the Compelled Disclosure. Customer is responsible for any expenses incurred in seeking to prevent a Compelled Disclosure. After provision of such prior notice, Company will not be liable if Company complies with the disclosure after giving Customer a reasonable amount of time to respond.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

1. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; and (b) it has accurately identified itself and it has not provided any inaccurate information about itself, its Users, or its Representatives to or through the Services; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; and (d) the information Customer provides in registering for the Services is accurate, complete, and the Customer has the right to use and disclose such information to Company..

2. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, AND THE SITE ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, ADEQUACY OF INFORMATION AND ALL OTHER WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. COMPANY DOES NOT WARRANT THAT THE SERVICES AND SITE WILL OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, OR THAT DEFECTS CAN BE CORRECTED. ADDITIONALLY, ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO ANY THIRD-PARTY SOFTWARE, MATERIALS OR WEB BROWSERS THAT CUSTOMER MAY NEED TO USE IN CONJUNCTION WITH THE SERVICES OR SITE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SOFTWARE, MATERIALS OR WEB BROWSERS ARE STRICTLY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER. MOREOVER, GIVEN THE NUMBER OF VARIABLES INVOLVED, COMPANY DOES NOT WARRANT A GUARANTEED SPEED OR LENGTH OF SERVICES. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT COMPANY WILL HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO (A) THE LOSS, ALTERATION, OR DESTRUCTION OF CUSTOMER DATA IN CONNECTION WITH THE SERVICES; (B) ANY CLAIMS OR LOSSES OF ANY KIND RELATED TO THE MISUSE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE ACTIVITIES OF THIRD PARTIES OR DUE TO CUSTOMER’S FAILURE TO MAINTAIN THE CONFIDENTIALITY AND SECURITY OF THE SERVICES; OR (C) ANY CLAIMS OR LOSSES DUE TO IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, INCLUDING BUT NOT LIMITED TO PLANNED OR UNPLANNED DOWNTIME OR ANY UNAVAILABILITY DUE TO A FORCE MAJEURE EVENT.

9. LIMITATION OF LIABILITY.

1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) SHALL NOT BE LIABLE TO CUSTOMER, CUSTOMER’S USERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, CLIENTS, OR ANY PARTY CLAIMING THROUGH CUSTOMER (COLLECTIVELY, “CUSTOMER PARTIES”) FOR ANY (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, OR GOODWILL, INTERRUPTION OR LOSE OF USE OF THE SERVICES; OR (B) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, INCURRED BY CUSTOMER PARTIES UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, EVEN IF COMPANY OR THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY’S AND THE COMPANY PARTIES’ MAXIMUM COLLECTIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHETHER ARISING UNDER OR RELATED TO A CLAIM OF BREACH OF CONTRACT, TORT, WARRANTY, NEGLIGENCE OR AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, EVEN IF COMPANY OR THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

3. ANY CLAIM BY CUSTOMER RELATED TO THIS AGREEMENT OR THE SERVICES OR SITE MUST BE BROUGHT WITHIN SIX (6) MONTHS OF THE DATE IN WHICH THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CUSTOMER CLAIM IS PERMANENTLY BARRED.

10. INDEMNIFICATION. Customer will defend, indemnify and hold any Company Party harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to or arising from the Customer Data, the Services, the Site, or this Agreement. Company will provide Customer with notice of such claim and Company reserves the right to assume sole control of the defense.

11. TERM AND TERMINATION.

1. Term. This Agreement will remain in effect for as long as Customer maintains an account through the Services and/or Site, or until otherwise terminated by Company as set out below (“Term”).

2. Termination by Company. Company may terminate this Agreement, with immediate or delayed effect, upon notice to Customer.

3. Survival. Notwithstanding the termination or expiration of this Agreement, any provisions that, by their nature, are intended to survive such termination or expiration, shall remain in full force and effect. 

12. PAYMENT.  Customer agrees to pay any amounts owed as agreed between Company and Customer via the Services or other pricing or service agreement (“Service Agreement”). The terms of any such Service Agreement are hereby incorporated into this Agreement by reference. In the event of any conflict between this Agreement and any such Service Agreement, the terms of this Agreement shall prevail.
    
13. AVAILABILITY OF SERVICES; MAINTENANCE. Interruptions of and access to the Services and/or Site may occur due to planned or emergency maintenance and repair by Company, or due to a Force Majeure Event (as such term is defined below). Under no circumstances will Company be held liable for any financial or other damages due to such interruptions.
    
14. GENERAL.

1. Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its principles regarding conflicts of law. Each Party hereby irrevocably submits to, and waives any objection to, the exclusive personal jurisdiction and venue of the courts located within Delaware.

2. Force Majeure. Company will not be liable for any delay or failure to perform under this Agreement due to circumstances beyond Company’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, regional shortage of adequate power or telecommunications or transportation, internet or other service disruptions involving hardware, software or power systems not within Company’s possession or reasonable control, and denial of service attacks (“Force Majeure Event”).

3. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Company and supersedes all proposals, oral or written, all negotiations, conversations, discussions, or agreements between Customer and Company relating to the subject matter of this Agreement and all past dealing or industry custom. In the event of any conflict between this Agreement and any of Company’s policies posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern.

4. Notices; Electronic Communications. Company may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Any notices to be provided to Company or questions with respect to the terms of this Agreement shall be sent to @villagekid.app@gmail.com, and such notices will be deemed received 72 hours after they are sent.

5. Assignment. Customer may not assign this Agreement in whole or in part, by operation of law or otherwise, and any attempt to do so will be null and void. This Agreement shall be binding upon and shall inure to the benefit of Customer and Company’s successors and assigns. 

6. Waiver. Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

7. Independent Contractors. The Parties are independent contractors and shall so represent themselves in all regards. Neither Party is the agent of the other, and neither may make commitments on the other’s behalf.

8. Third-Party Software. Any use of or access to third-party software shall be subject to the license terms and conditions of such third-party software.

9. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect the validity or enforceability of any other provisions of the Agreement.
   
10. Amendment. Company may amend this Agreement from time to time by posting an amended version on its Site, the Services, or by sending Customer written notice thereof. Such amendment will be deemed accepted and become effective immediately following such notice (the “Amendment Date”). Customer’s continued use of the Services following the Amendment Date will confirm Customer’s consent thereto. Company may revise the Privacy Policy on its Site at any time by posting a new version on the Site, and such new version will become effective on the date it is posted.