Terms of Use
Contents
- Definitions
- Commencement
- Provision of Service
- Security
- Use of the Service
- Charges
- Dispute Resolution
- Termination
- Limitation of Liability
- Intellectual Property Rights
- Intellectual Property Rights Indemnity
- LAN Access
- Confidentiality
- Matters Beyond the Parties' Reasonable Control
- Law and Jurisdiction
- Export Control
- Notices
- Assignment
- Entire Agreement
SERVICE SCHEDULE
Reliance Communications International, Inc. (RCII)
AGREEMENT FOR CONFERENCING SERVICES
Please read this Agreement carefully before registering or using the Service. By registering or using the Service, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not register or use the Service. RCII may modify this Agreement at any time without any prior notification, and such modifications shall be effective immediately. Your continued use of the Service shall be deemed your conclusive acceptance of the modified Agreement.
GENERAL CONDITIONS
1. Definitions
1.1 The following definitions apply:
Agreement: means these General Conditions and the Service Schedule;
RCII: means Reliance Communications International, Inc., a corporation duly incorporated and validly existing under the laws of the State of Delaware and having an office at 380 Madison Avenue, 21st Floor, New York NY 100 17 which expression includes its successors and permitted assigns
Charge(s):means the charge(s) payable for the Service set forth in the Charges Schedule;
Minimum Commitment: The Minimum Commitment represents the net minimum service volume (express either in terms of minutes or equivalent amount) that the Customer shall utilize from RCII on a monthly basis;
Customer:means a) the party or person undertaking the Registration Process and whose application for Service is accepted by RCII or b) the person permitted by the Customer to use the Service. RCII may accept instructions from another person who RCII reasonably believes is acting with the Customer's authority or knowledge;
Intellectual Property Rights: means any and all rights, of whatever nature and wherever granted or recognized, in patents, trademarks, service marks, trade names, service names, inventions, copyrights, processes, formulae, logos, trade secrets, industrial models, customer lists, designs, methodologies, computer programs (including all source codes) and related documentation, technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registration of patents, trademarks, service marks and copyrights;
LAN: means local area network;
Minimum Period: means the minimum period (if any) as specified in the Service Schedule beginning on the Operational Service Time.
Operational Service Time: means the time when the Service is first made available to the Customer by RCII or the time when the Customer first starts to use the Service, whichever is earlier;
Registration Process:means, as appropriate, the registration process as described in the Service Schedule and completed by or on behalf of the Customer via the telephone, facsimile, internet or the registration form.
Service: means the service or, where appropriate, the part of the services, described in the relevant Service Schedule;
Service Schedule: means the Service Schedule to this Agreement which includes the Service description, and any additional terms and conditions or other matters relevant to the Service;
Systems Administrator: means a person named by the Customer to be the point of contact with RCII for matters relating to the provision of the Service;
User-ID: means the account codes and pass word (if any) allocated by RCII to the Customer to allow the Customer to use the Service.
1.2 In the event of any conflict among the Service Schedule and the General Conditions of this Agreement, the Service Schedule shall take precedence.
2. Commencement
This Agreement commences on the date mutually specified by the Customer and RCII or the date that the Customer receives an e-mail, postal or facsimile acceptance from RCII following completion of the Registration Process, or the date that the Customer first uses the Service, whichever is earlier.
3. Provision of Service
3.1 RCII agrees to provide the Customer with the Service in accordance with the terms of this Agreement.
3.2 RCII will use reasonable efforts to provide the Service at the date and time agreed with the Customer but all dates and times are estimates and RCII has no liability for any failure to meet any date or time.
3.3 RCII agrees that the Service will:
3.3.1 conform in all material respects with its Service Schedule; and
3.3.2 be provided with the reasonable care and skill of a competent telecommunications service provider.
3.4 RCII may:
3.4.1 for operational reasons, change the codes or numbers used by RCII to provide the Service or vary the technical specification of the Service, provided that any change to the technical specification does not materially affect the performance of the Service;
3.4.2 give the Customer instructions which it believes are necessary for reasons of safety or the quality of any telecommunications service provided by RCII to the Customer or any other customer; or
3.4.3 temporarily suspend the Service for operational reasons such as maintenance or improvement or due to an emergency.
3.5 EXCEPT AS EXPRESSLY STATED ABOVE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OF EQUIPMENT, SOFTWARE OR SERVICES FURNISHED HEREUNDER OR IN CONNECTION HEREWITH. RCII AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING BUT NOT LIMITED TO ANY STATEMENT REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE EQUIPMENT, WHETHER MADE BY RCII EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY OR GIVE RISE TO ANY LIABILITY OF RCII WHATSOEVER.RCII DOES NOT EXPRESSSLY AUTHORIZE ANY ONE TO MAKE OR ASSURE ANY ADDITIONAL WARRANTIES ON BEHALF OF ITSELF. EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, THE SERVICES, THE WEBSITE, THE CONTENTS THEREIN AND ANY RELATED MATERIALS ARE HEREIN PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RCII HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER AND HOWSOEVER INCURRED INCLUDING ANY FAULTS, DAMAGES OR MAINTENANCE TO YOUR SERVICES, OR ANY LOSS, THEFT OR UNAUTHORISED USE OF YOUR SERVICES.
4. Security
4.1 The Customer shall be responsible for the security and proper use of all User-IDs used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorized people.
4.2 The Customer shall immediately inform RCII if there is any reason to believe that a User-ID has or is likely to become known to someone not authorized to use it or is being or is likely to be used in an unauthorized way.
4.3 The Customer shall not change or attempt to change a User-ID. If the Customer forgets or loses a User-ID the Customer must contact RCII and satisfy such security checks as RCII may operate.
4.4 RCII reserves the right to suspend User ID access to the Service without any prior notice if at any time RCII considers that there is or is likely to be a breach of security. RCII also reserves the right (at its sole discretion) to require the Customer to change any or all of the pass words used by the Customer in connection with the Service
4.5 The Customer must immediately inform RCII of any changes to the information the Customer supplied when registering for the Service.
5. Use of the Service
5.1 It is the Customer's responsibility to obtain and keep in force any license necessary for the Customer to use the Service in any country in which it is provided.
5.2 The Customer must only access the Service in the manner permitted by RCII and must not attempt at any time to circumvent system security or access the source software or compiled code.
5.3 The Service is provided solely for the Customer's own use and the Customer will not resell or attempt to resell the Service or any part of it to any third party or shall not use the service in commercial manner unless with the prior written agreement of RCII.
5.4 The Service must not be used:
5.4.1 in any way that does not comply with the terms of any legislation or any license applicable to the Customer or that is in any way fraudulent or unlawful;
5.4.2 in any way that does not comply with any instructions given by RCII under Section3.4.2 or any other public telecommunications operator or other competent authority, in any country where the Service is provided;
5.4.3 to send, knowingly receive, upload, download, reverse engineer use or re-use any information or material which is abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights; or
5.4.4 to send or provide unsolicited advertising or promotional material, or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party.
5.5 If the Customer or anyone else, with or without the Customer's knowledge or approval, uses the Service in contravention of Sections 5.1 to 5.4, uses the bridge or server capacity or any software made available to it in any way which, in RCII's opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from RCII to do so,
RCII may treat the contravention as a breach of this Agreement for the purposes of Section 8.
5.6 Customer shall indemnify, defend and hold harmless RCII and its Affiliates., Subsidiaries, Directors, Officers, employees, Agents and Advisors against any and all losses, liabilities, claims, damages, demands, costs, expenses, causes of action, suits proceedings, judgments, awards, execution and liens, attorney fees and costs (Whether brought by any third party or otherwise collectively “the Claims”)which are brought or threatened against RCII by a third party because Service is used in breach of Sections 5.1 through 5.4 or due to, or arising out of, Your use of, or conduction, the Services or website or any breach of the terms and conditions of this Agreement by you, including but not limited to, infringement of our intellectual property rights, defamation, breach of privacy, data and obscenity. RCII will notify Customer of any such claims or proceedings and keep Customer informed as to the progress of such claims or proceedings. In addition, You hereby agree to reimburse us for all costs and expenses including reasonable attorneys fees, related to the defense of any such claim against us.
5.7 The Customer is responsible for the acts and omissions of all users in connection with the Service and is liable for any failure by any users to perform or observe the terms and conditions of this Agreement, including any instructions issued under Sections 3.4 or 5.4.
5.8 You hereby acknowledge and agree to receive the promotional or marketing calls from RCII or its affiliates or group companies associated with or in connection with the Services provided to you under this Agreement during the business hours or any other Service which RCII believes in good faith shall be of your use or interest.
6. Charges
6.1 The Customer agrees to pay the Charges described in the Service Schedule. Charging will begin at the Operational Service Time. Charges for use of the Service will be calculated in accordance with the details recorded by or on behalf of RCII. RCII may revise the charges on thirty (30) days' notice to the Customer or such other period as stated in the Charges Schedule. RCII's advertised pricing for services:
6.2 All Charges will be invoiced and paid in U.S. dollars, unless otherwise stated in the Service Schedule. Charges are exclusive of all taxes, fees and surcharges which may be applicable to the provision of Services hereunder. The Customer shall pay all such taxes, fees and surcharges however designated, including those paid or payable by RCII (exclusive of taxes on the net income of RCII) for the Services supplied hereunder.
6.3 Charges shall be paid within thirty (10) days of the date of RCII's invoice. RCII shall send invoices to the Customer at such addresses as may from time to time be agreed for that purpose. RCII may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future invoices.
6.4 Without prejudice to RCII's rights under Section 8 of these General Conditions, if payment of any Charge for the Service is late RCII reserves the right to charge the Customer interest on a daily basis at the rate of 1.5%_ percent per month on the outstanding balance.
6.5 Minimum Commitment. In the event Customer agrees to a Minimum Commitment during the term of the Agreement and does not meet the Minimum Commitment in any given month, quarter or year, as applicable to which such Minimum Commitment relates (“Minimum Commitment Period”), RCII shall invoice for, and Customer shall pay, upon receipt of invoice, the shortfall equal to (i) the difference between the Minimum Commitment during Minimum Commitment Period less any payments for actual usage made by Customer during the Minimum Commitment Period during the term of the Agreement, plus (ii) any Set-Up Fees if not included otherwise included in the Minimum Commitment and not already paid in full(Minimum Commitment Charges). For Minimum Commitments based on minutes, the shortfall amount in dollars shall be calculated based upon pricing using the proportion of Services as Customer actually used during the Minimum Commitment Period. Unless otherwise expressly agreed to by the parties, in writing, only payments for use of Services shall be applicable to the Minimum Commitment and no usage of any other conferencing and collaboration services shall be applicable to the Minimum Commitment.
7. Dispute Resolution
IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION. YOU CONTINUE TO HAVE CERTAIN RIGHTS TO OBTAIN RELIEF FROM A FEDERAL OR STATE REGULATORY AGENCY.
1. Binding Arbitration. The arbitration process established by this Section V is governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. You agree that all disputes, claims and/or controversies arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory) must be resolved by final and binding arbitration in accordance with the provisions of this Section V, and you waive all rights to take a dispute or claim to a small claims court or any other judicial forum. This includes any dispute based on any product, Service or advertising having a connection with this Agreement.
2. Arbitration Procedures. The arbitration of any dispute shall be conducted in accordance with the American Arbitration Association's ("AAA") Supplementary Procedures for Consumer-Related Disputes, as modified by this Agreement, which are in effect on the date the dispute is submitted to the AAA. The arbitration will be conducted by a single arbitrator, who shall be an individual engaged in the practice of law. The arbitrator shall be selected by the AAA in accordance with its procedures. You have the right to be represented by counsel in arbitration. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms.
NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS. THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE BARRED BY THIS AGREEMENT AND MAY NOT AWARD PUNITIVE DAMAGES OR ATTORNEYS' FEES UNLESS SUCH DAMAGES OR FEES ARE EXPRESSLY AUTHORIZED BY A STATUTE OR PROVIDED FOR IN THIS AGREEMENT. YOU AND MINDBRIDGE - AUDIO BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.
3. Arbitration Information and Filing Procedures. Before you take a dispute to arbitration, you must first contact us by e-mail at support@reliancemindbridge.com or by calling us at 1-888-456-0780, and give us an opportunity to resolve the dispute. Similarly, before we take a dispute to arbitration, we must first attempt to resolve it by contacting you. If the dispute cannot be satisfactorily resolved within sixty (60) days from the date you or MindBridge - Audio is notified by the other of a dispute, then either party may then contact the AAA in writing at AAA Service Center, 134555 Noel Road, Suite 1750, Dallas, Texas 75240-6620 and request arbitration of the dispute. Information about the arbitration process and the AAA's Arbitration Rules and its fees are available from the AAA on the Internet at www.adr.org. The arbitration will be based only on the written submissions of the parties and the documents submitted to the AAA relating to the dispute, unless either party requests that the arbitration be conducted using the AAA's telephonic, on-line, or in-person procedures. Additional charges may apply for these procedures. Any in-person arbitration will be conducted at a location that the AAA selects in the state of your primary residence. Arbitrations under this Agreement shall be confidential as permitted by federal law. 4. Fees and Expenses of Arbitration. You must pay the applicable AAA filing fee when you submit your written request for arbitration to the AAA. The AAA's filing fee and administrative expenses for document arbitration will be allocated according to the AAA's Rules, except as stated herein. If you elect an arbitration process other than a document ("desk") or telephone arbitration, you must pay your allocated share of any higher administrative fees and costs for the process you select. You may ask the AAA about the availability of a pro bono arbitrator and/or a waiver or deferment of fees and expenses from the AAA; more information about the AAA's rules and policies is available at the AAA's website, which is www.adr.org. Unless applicable substantive law provides otherwise, each party will pay its own expenses to participate in the arbitration, including attorneys' fees and expenses for witnesses, document production and presentation of evidence. If you prevail before the arbitrator, however, you may seek to recover the AAA's fees and the expenses of the arbitrator from us. If we prevail before the arbitrator, and if we show that you acted in bad faith in bringing your claim, then we may seek to recover the AAA's fees and expenses of the arbitrator from you.
5. Survival of this Section. If any portion of this Section V is determined to be invalid or unenforceable, then the remainder shall remain in full force and effect.
8. Termination
8.1 Either party may terminate this Agreement by written notice if the other party files or is made subject to any voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors under any United States state or federal law, or a liquidator (other than for the purpose of amalgamation or reconstruction), administrative receiver, administrator or receiver is appointed in respect of the whole or a material part of the assets and/or undertakings of such party or such party enters into an arrangement or composition with its creditors, or if it becomes unable to pay its debts when due, or other circumstances arise which would entitle a court or a creditor to appoint a receiver, administrative receiver or administrator to make a winding up order in relation to the other party; or if the equivalent of any of the foregoing events under the laws of any other relevant jurisdiction shall occur with respect to such party.
8.2 Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within 30 days after receipt of written notice of such breach. Notwithstanding the foregoing, RCII may terminate this Agreement and/or suspend the provision of Services immediately on account of illegal, fraudulent or improper use of the Services by the Customer or if deemed reasonably necessary by RCII to prevent interruption or disruption to its network, its business or other customers; if any portion of an invoice remains unpaid when due (including without limitation any Minimum Commitment Charges); or for breach, not subject to cure.
8.3 Either party may immediately terminate this Agreement:
8.3.1 if the other party commits a material breach of its obligations in relation to the Service, which material breach is not cured within thirty (30) days of receipt of notice of such breach from the non-breaching party; or
8.3.2 if the other party commits a material breach of its obligations in relation to the Service, which material breach cannot be cured.
8.4 If the Customer terminates the Service during its Minimum Commitment Period (if any) (other than pursuant to Sections 8.1 or 8.2 hereof) Customer shall pay RCII any termination charges specified in the Service Schedule and Minimum Commitment Charges in addition to all remedies to which RCII may be entitled at law or in equity.
8.5 If this Agreement is terminated by RCII during the Minimum Commitment Period because of an event specified in Section 8.2 hereof, the Customer shall pay RCII the termination charges specified in the Service Schedule along with Minimum Commitment Charges.
8.6 If RCII is entitled to terminate this Agreement pursuant to Sections 8.1 or 8.2 above, it may, on giving prior notice where practicable, suspend the Service without prejudice to such rights. Where the Service is suspended under this Section the Customer must pay the charges for the Service until this Agreement is terminated.
8.7 Upon expiration or termination of this Agreement (or the Service provided under it) the rights of the parties accrued up to the date of such expiration or termination shall remain unaffected.
9. Limitation of Liability
9.1 NEITHER RCII NOR ANY OF ITS SUBCONTRACTORS OR SUPPLIERS WILL BE LIABLE TO THE CUSTOMER FOR LOST REVENUES, LOST PROFITS, LOST DATA, OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE CUSTOMER'S OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE EQUIPMENT, SERVICES OR SOFTWARE OR FOR COMMERCIAL LOSS OF ANY KIND, WHETHER OR NOT RCII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, NOR SHALL ANY RECOVERY AGAINST RCII, UNDER NO CIRCUMSTANCES SHALL RCII BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO PRODUCTS, SERVICES AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY VENDORS ACCESSED THROUGH THE WEBSITE OR BY ANY OTHER MEANS.
9.2 RCII shall not be liable for the acts and omissions of other telecommunication service or network providers or for the availability or performance of such service or networks.
9.3 Each provision of this Agreement limiting or excluding liability operates separately and survives independently of the others.9.4 This clause shall not limit the liability of either Party in an event of indemnification and confidentiality obligations.
10. Intellectual Property Rights
10.1 Ownership and all Intellectual Property Rights in any RCII Equipment, software, operating manuals and associated documentation, made available as part of the Service or otherwise generated in connection with this Agreement, shall remain the absolute property of RCII or its licensors.
10.2 Where software is made available to the Customer in connection with the Service, RCII grants the Customer a revocable, non-exclusive, non-transferable license to use the software for that purpose.
10.3 Customer shall not, without RCII's prior written consent, alter, duplicate, reproduce, copy or (except as permitted by law) decompile or modify software, nor copy manuals or documentation.
10.4 The Customer will sign any agreement reasonably required by the owner of the Intellectual Property Rights in any material supplied to the Customer under this Agreement.
10.5 RCII may offer updates or modifications to the software or documentation. Any applicable charges for such updates or modifications will be notified to the Customer at any time RCII offers such updates or modifications.
11. Intellectual Property Rights Indemnity
11.1 Subject to Section 10.3 and Section 11.4, RCII may indemnify the Customer against all claims and proceedings arising from infringement of any Intellectual Property Rights by reason of RCII's provision of the Service to the Customer. As a condition of this indemnity the Customer shall comply with all of the following:
11.1.1 notify RCII promptly in writing of any allegation of infringement; and
11.1.2 make no admission relating to the infringement; and
11.1.3 allow RCII to conduct all negotiations and proceedings and give RCII all reasonable assistance; and
11.1.4 allow RCII to modify or replace or provide an alternative to the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification does not materially affect the performance of the Service.
11.2 The indemnity in Section 11.1 does not apply to infringements caused by the use of the Service, or any item provided as part of the Service, in conjunction with other equipment, or software or services not supplied by RCII, or to infringements caused by designs or specifications made by the Customer. The Customer shall indemnify RCII against claims, proceedings and expenses arising from such infringements.
12. LAN Access
12.1 If the Customer accesses the Service via a LAN, the Customer is responsible for:
12.1.1 providing and maintaining a suitable LAN and Internet protocol ("IP") router capable of interfacing satisfactorily with the Service;
12.1.2 configuration of the IP router; and
12.1.3 the appointment of a System Administrator.
The Customer acknowledges that RCII is not responsible for providing any support, whether technical or otherwise, for the Customer's LAN.
12.2 Where IP addresses are allocated to the Customer, these are for use in connection only with the Service and all rights in those IP addresses belong to RCII. The Customer may not sell them or agree to transfer them to anyone else. If this Agreement is terminated for any reason the IP addresses will revert to RCII.
13. Confidentiality
13.1 RCII and the Customer shall keep in confidence any information (whether written or oral or in electronic form) obtained under this Agreement of a confidential nature or communicated as confidential (including software and manuals) and shall not divulge the same to any person other than their employees, advisors, or in the case of RCII, the employees of its affiliates, who need to know the information without the consent of the other party “upon an execution of an Agreement to be bound” in accordance with the terms of this Agreement.
13.2 This Section 13 shall not apply to information which is:
13.2.1 in the public domain other than in breach of this Agreement;
13.2.2 in the possession of the receiving party before such divulgence has taken place;
13.2.3 obtained from a third party who is free to divulge the same; or
13.2.4 is required to be disclosed by a regulatory authority or by governmental or court action, provided that the receiving party uses its reasonable efforts to provide advance notice of such required disclosure to the disclosing party.
13.3 This Section 13 shall remain in effect for two (2) years after the termination of this Agreement.
14. Force Majeure:- Matters Beyond the Parties' Reasonable Control
Neither party shall be liable for any breach of this Agreement which is caused by a matter beyond its reasonable control including Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving their employees), extremely severe weather or acts of local or central government or other competent authorities. In addition, RCII shall not be liable for any delay or failure to provide the Service caused by restrictions of a legal or regulatory nature or due to the refusal or delay by a third party to supply telecommunications services to RCII and where there is no alternative to such services available to RCII at reasonable cost. If any condition continues for more than three (3) months, either party may serve notice on the other immediately terminating this Agreement.
15. Law and Jurisdiction
These Terms are governed by and to be interpreted in accordance with laws of State of New York applicable to agreements made and to be performed in New York, without regard to the choice or conflicts of law provisions of any jurisdiction. Subject to Section 7, You agree, in the event of any dispute arising in relation to these terms and conditions or any disputes arising in relation to the Website, whether in contract or tort or otherwise, to submit to the exclusive jurisdiction of the federal and state courts of competent jurisdiction sitting in New York for the resolution of all such disputes. Any claim or cause of action you may have with respect to this Website must be commenced within one year after the claim or cause of action arises or else such claim or cause of action is barred.
16. Export Control
Delivery of the Service to the Customer may be subject to export control law and regulations. RCII does not represent that any necessary approvals and licenses will be granted. The Customer will provide reasonable assistance to RCII to obtain any necessary consent. If, through no fault of RCII, any necessary consents are not granted, then RCII can terminate this Agreement or the provision of the Service under it (as appropriate) without any liability to the Customer.
17. Modifications/Amendments:
RCII may in its sole discretion modify or amend this Agreement without any prior notice, including the referenced Service Guides, from time to time. Unless otherwise provided in this Agreement, all such modifications or amendments shall be effective immediately upon posting on the Website. You may request a copy of the revised Agreement by e-mailing us at support@reliancemindbridge.com YOUR CONTINUED USE OF YOUR ACCOUNT AND/OR THE SERVICES AFTER THE NOTICE PERIOD WILL BE CONCLUSIVELY DEEMED TO BE ACCEPTANCE BY YOU OF ANY SUCH MODIFICATIONS OR AMENDMENTS.
18. Notices
Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given on the date when delivered if delivered personally or by facsimile or by overnight courier (unless delivered after normal business hours, in which case it shall be deemed given on the next business day); or five (5) days after the date of mailing if sent registered mail, postage pre-paid, return receipt requested, and addressed to the parties at their respective addresses set forth in this Agreement (in the case of RCII, as specified in the Definitions Section 1.1 of these General Conditions; and in the case of the Customer, as specified in the registration form); or to such other address or facsimile number as either the Customer or RCII may, from time to time, designate in a written notice given in like manner. Copies of all notices to RCII shall also be sent to its at 380 Madison Avenue, 21st Floor, New York NY 100 17.
19. Assignment
The Customer may not assign all or any part of this Agreement to any other party without the prior written agreement of RCII, which shall not be unreasonably withheld. RCII reserves the right to assign all or part of this Agreement at any time to any member of the RCII or Reliance group of companies.
20. Waiver:
Either party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right
21. Severability:
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will continue in full force and effect.
22. Entire Agreement
This Agreement states the entire agreement between the parties and supersedes all prior representations, agreements, proposals, correspondence, discussions, meetings, negotiations and any other understandings relating to its subject matter.