Client Contract
1. This KERPIDEX CLIENT CONTRACT (the "Agreement") constitutes a legally binding agreement between S.A.R.L. La Petite Lituanie ("Kerpidex") and you ("You" or "Your"). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS A PART OF YOUR REGISTRATION WITH KERPIDEX, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR AS LONG AS YOU USE THE KERPIDEX SERVICES.
Subject to the terms and conditions of this Agreement, Kerpidex hereby grants to You a non-exclusive, revocable right and license, without a right to sublicense, to use Kerpidex proprietary on line platform, including without limitation the website made available at www.kerpidex.com, and any servers, computers or networks used to provide such website (the "Kerpidex Services") for the following limited purposes, if and as applicable, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH KERPIDEX MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE. In the event you transfer your account or ownership of any product, any purchasers or assignees are bound by the terms of this Agreement.
In addition to any other rights or remedies afforded Kerpidex under or otherwise in connection with this Contract, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:
2. PROMOTING PRODUCTS. If You promote, market or otherwise advertise ("Promote" or a "Promotion") any product which is registered for sale via the Kerpidex Services, either by You or by another Kerpidex client (each a "Product"), whether via the Kerpidex Services or via any other online or offline channel or medium for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions"), You agree, acknowledge, represent and warrant that:
a. You will not suggest or imply any warranty or other policy with respect to any Products other than Kerpidex Return and Cancellation policy without the prior written consent of Kerpidex, which Kerpidex may withhold in its sole discretion for any reason.
b. You will not make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right ("IP Rights").
c. You will not interfere with Kerpidex tracking of Commissions, or with the normal flow of traffic to, through, or from the Kerpidex Services.
d. All communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country's laws, policies and guidelines governing advertising, disclosure and consumer protection.
e. You will not offer, suggest or imply the availability of any rebates, coupons, tickets, vouchers or similar incentives to induce or encourage the purchase of a Product.
f. Kerpidex reserves the right, but not the obligation, to review your Promotions. You agree that Kerpidex, in its sole discretion and at any time, may demand changes to product promotion and delivery pages, customer support or other items related to the content of Your Promotions.
g. You will provide valid contact information, including but not limited to a working email address and phone number, where Kerpidex can send inquiries and receive a non-automated reply by the end of the following business day.
3. SELLING PRODUCTS. If You register any Products for sale via the Kerpidex Services, You agree, acknowledge, represent and warrant that:
a. All Products You register for sale via the Kerpidex Services, as well as offering and sale there of via the Kerpidex Services, comply with all of Your country's laws and regulations.
b. Without further conditions or limitations, You authorize Kerpidex to list any Product You register for sale via the Kerpidex Services in thesearchable online marketplace of Products made available via the Kerpidex Services; as well as make it available for sale to Purchasers and/or for Affiliates to Promote at the price designated by the owner of the Products and Kerpidex ("Retail Price") after taking into consideration Your suggestions regarding such Retail Price, including any applicable sales tax.
c. Kerpidex may delist any Product from the Kerpidex Marketplace and/or the Kerpidex Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.
d. You will provide valid email addresses to which Purchasers or Kerpidex can send inquiries and receive a reply by the end of the following business day. Purchasers and Kerpidex must also be able to receive a non-automated response within one business day, when necessary.
e. You will advise Kerpidex of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or in relation to such Product from any person, company or entity which purchased such Product or received a Promotion in connection with such Product within number of business days indicated by you fromr receipt of such complaint. You shall assist Kerpidex, at Your sole cost and expense, in taking any steps and actions, as necessary and appropriate, or as reasonably requested by Kerpidex to respond to and/or resolve such complaints.
4. SENDING EMAILS. If You send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages ("Emails") in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Kerpidex Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in full-compliance with all applicable laws and regulations regarding the use of electronic messages. Without limiting the generality of the foregoing, You shall not directly or indirectly:
a. Send, initiate or procure the sending of an Email to any Person who has either not explicitly requested to receive such messages specifically from You, including without limitation for the purposes of sending unsolicited bulk email, executing any "mass mailings" or "email blasts," or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.
b. Send, initiate or procure the sending of an Email to any Person who has explicitly requested to receive no further Emails from You or Your company.
c. Employ any false or deceptive information regarding Your identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Your identity, and the intent, subject, and origin of the Email.
d. Employ any incomplete, invalid, deceptive, fake, or forged message headers.
e. Use any mousetraps or windows that reappear, spawn new windows or otherwise resist being closed.
f. Exploit documented or undocumented security holes on any client or server machine.
g. Fail to (i) include clear, valid, and conspicuously displayed "From" and "Subject" lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from You ("Opt Out Request") for no less than 30 days from the date the Email was sent; or (iii) honor any Opt-out Request within 10 days of receipt of such Opt-out request by You.
h. Obtain email addresses via automated means or send any Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
i. Send any Email from, or make such Email appear to have been sent from, any address that was obtained via the use of scripts or other automated means to register for multiple electronic mail accounts or online user accounts from which to transmit unsolicited or misleading email messages.
j. Send or relay any Email from any protected computer or network accessed without authorization
k. Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.
l. Send any commercial marketing Email or Promotion to, or collect any personally identifiable information from, any person who is under 18 years of age.
5. SUSPENSION; TERMINATION. You agree and acknowledge that:
a. Kerpidex, in its sole discretion, may suspend Your account(s) or hold any or all funds in Your Kerpidex account if Kerpidex suspects or has a reason to believe and/or if a Person otherwise claims that You have been involved with any of the following:
i. Illegal activity, including but not limited to, consumer fraud, bank fraud, credit card fraud, spamming or other illicit commercial activities or any other activity which violates any federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule, code, regulation, interpretation, directive, policy, order, writ, decree, injunction, judgment, opinion, ruling, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any court or other tribunal of competent jurisdiction, or any other municipality, governmental authority or instrumentality or quasi-governmental entity or authority, whether currently in effect or hereafter enacted or amended ("Law");
ii. Violation or infringement of any Person's rights, including without limitation, any IP Rights;
iii. Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of law affecting consumer protection and commercial activities;
iv. A breach of any term of this Agreement, including, without limitation, any representation, warranty or covenant made by You in this Agreement; and
Otherwise violating Kerpidex rules or policies or interfering with Kerpidex business, including Kerpidex Vendor and Products Requirements Policy.
b. Following the suspension of an account or holding of funds per this Section 5, Kerpidex will review Your account. You acknowledge that this review will be conducted in a manner decided by Kerpidex at its sole discretion. You agree to cooperate with this review. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Kerpidex may seize and/or retain funds in Your Kerpidex account as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to Kerpidex.
c. You understand that Kerpidex may also temporarily hold any portion of the funds in Your Kerpidex account if Kerpidex, in its sole discretion, determines such action is needed to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may incur with Kerpidex or any other Person.
d. You agree and understand that Kerpidex's right to take any of the actions set forth in this Section 5 does not constitute a right or obligation to take them for the benefit of any third parties, including You.
e. You agree and acknowledge that Kerpidex may also pursue other remedies as allowed by Law.
f. In addition to the foregoing, and in addition to all other rights and remedies available to Kerpidex at Law or in equity and notwithstanding anything in the Agreement to the contrary, in the event You breach any term of this Agreement, upon notice to You (which may be sent by email), Kerpidex will have the right to immediately terminate this Agreement and Your rights to access, use and/or otherwise participate in the Kerpidex Services. Upon such termination, You agree to immediately cease all use of the Kerpidex Services. Without limiting the foregoing, Kerpidex shall have the right to immediately terminate Your access and use of the Kerpidex Services, or any portion thereof, in the event of any conduct which Kerpidex, in its sole discretion, considers to be unacceptable. The provisions of this Section, in addition to any provisions, which by their nature, are intended to survive, shall survive the termination of this Agreement.
6. Kerpidex IP RIGHTS:
a. You shall not use Kerpidex name, trademarks, service marks or any other IP Right of Kerpidex in any manner whatsoever to suggest association or affiliation with or endorsement by Kerpidex without the express prior written consent of Kerpidex, which Kerpidex may withhold at its sole discretion.
b. Subject to the following terms and conditions, Kerpidex grants You a limited, revocable license to use Kerpidex name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text, or (iii) as a sub domain or second or third level domain name identifier:
i. Kerpidex may revoke the foregoing license and/or provide restrictions upon Your use of Kerpidex name, including requiring the use of such disclaimers as Kerpidex may provide, in connection with Your use of Kerpidex name, at anytime and for any reason in Kerpidex sole discretion.
ii. Failure to comply with any restrictions imposed by Kerpidex upon Your use of Kerpidex name or failure by You to immediately cease any further use of Kerpidex name if so instructed by Kerpidex shall constitute (1) a breach of the limited license set forth in this Section 6(b); and (2) a breach of this Agreement. In such case, Kerpidex reserves the right to pursue any and all remedies available to it at Law or in equity.
c. Notwithstanding the limited revocable license set forth in Section 6(b) above, as between the parties, Kerpidex shall be and remain the sole owner of all right, title and interest in and to the Kerpidex Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Kerpidex, and You hereby assign to Kerpidex all right, title and interest You may be deemed to have therein. Subject to the limited rights expressly granted in this Agreement, Kerpidex reserves all right, title and interest in and to the Kerpidex Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Kerpidex. All rights not specifically granted to You under this Agreement are expressly reserved by Kerpidex.
7. CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.
a. In connection with this Agreement, Kerpidex may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Kerpidex (collectively, "Confidential Information"), including, but not limited to (a) the identities of other Vendors or Affiliates of Kerpidex (collectively, "Kerpidex Clients"); (b) physical and data security information; (c) technical data; (d) Kerpidex Marketplace statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Kerpidex. You shall not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, Kerpidex Clients to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with Kerpidex or the Kerpidex Services, including without limitation the functionality offered by the Kerpidex. You agree and acknowledge that Kerpidex may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Kerpidex.
b. Kerpidex does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the Kerpidex Privacy Policy), any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to Kerpidex, or otherwise in connection with the Kerpidex Services (collectively, the "Submissions"), shall be deemed to be non-confidential and non-proprietary and Kerpidex shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed in writing, executed and delivered by You and a duly authorized officer of Kerpidex. You hereby grant to Kerpidex and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with a right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. Kerpidex shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to Kerpidex with respect to Your Submissions; (b) Your Submissions and any use thereof by Kerpidex will not infringe or violate the rights of any Person (including any IP Rights); and (c) Your Submissions will not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that Kerpidex is under no obligation to respond to or use any Submission You may provide.
8. EXPORT CONTROL. You acknowledge and agree to comply with all applicable export Laws and regulations of your country. You hereby represent and warrant that any Product promoted, offered and/or provided by You via Kerpidex Services is approved for export from your country without additional authorization or licensing from the government of your country. Should the export authorization status of Your Products change, You agree to immediately notify Kerpidex in writing thereof.
9. REQUIRED PERMITS. You assume your sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with the legal operation of Your business.
10. REPRESENTATIONS AND WARRANTIES. You represent, acknowledge and warrant that:
a. You, Your Products and/or Your Promotions, as applicable, do not and will not, directly or indirectly: (i) invade the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; or (iv) violate any Law.
b. You shall not: (i) frame, copy or mirror any content forming part of the Kerpidex Services; (ii) reverse engineer of the Kerpidex Services or otherwise attempt to derive its source materials; (iii) access the Kerpidex Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Kerpidex Services; (iv) interfere with or disrupt the Kerpidex Services or any data contained therein; (v) attempt to gain unauthorized access to the Kerpidex Services, its related systems or networks; or (vi) use the Kerpidex Services for any unlawful purpose or in violation of the rights of any Person.
11. INDEMNIFICATION. To the fullest extent permitted by Law, You agree that
a. In the event that a Party commences any action or files any claim whatsoever ("Claim") in connection with Your use of the Kerpidex Services, Product or Promotion, You shall defend, indemnify and hold harmless Kerpidex, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees, from and against any and all damages, liabilities, claims or costs (including, without limitation, the costs of investigation and defense and reasonable attorneys' fees and litigation and court costs) ("Losses") incurred by any Kerpidex Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
b. Upon receiving notice of any Claim for which Kerpidex is entitled to indemnification by You, Kerpidex shall provide You with a written notification and opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose an unindemnified monetary obligation on and/or admission or finding of liability or wrongdoing by Kerpidex will require Kerpidex prior express written consent; and (ii) failure to provide timely notice, control, or assistance shall not relieve You of Your obligations; and (iii) Kerpidex may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Kerpidex own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Kerpidex use of such counsel.
c. In the event that Kerpidex incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or relation to Your Products or Promotions, Kerpidex reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Kerpidex up to a maximum of 5000 EUR per event. You authorize, and release Kerpidex from any liability in connection with, such deductions.
12. LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY KERPIDEX PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE KERPIDEX SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE KERPIDEX SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE KERPIDEX SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE KERPIDEX SERVICES, WHETHER OR NOT KERPIDEX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF KERPIDEX FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY KERPIDEX TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE KERPIDEX SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE KERPIDEX, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF KERPIDEX SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
a. GENERAL TERMS AND CONDITIONS.
b. Governing Law; Dispute Resolution. You agree that the laws of the Republic of France will govern this Agreement, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the Republic of France, and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively to courts located in the Republic of France. You hereby agree as to the jurisdiction and venue of such courts and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
c. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. You agree that any content stored on Kerpidex servers in relation to any Products registered by You via the Kerpidex Services is solely at Your direction and nothing contained in this Agreement nor in Your use of the Kerpidex Services, shall be construed as shifting responsibility for such publication to Kerpidex. You are not authorized to make any promise, warranty or representation on behalf of Kerpidex or obligate or attempt to obligate Kerpidex in any manner whatsoever. You shall not represent to any person that You are the agent of Kerpidex, nor fail to correct any misunderstanding as to such status.
d. Assignment. Kerpidex may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Kerpidex. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
e. Severability. If any provision of this Agreement is declared or determined by any court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of this Agreement; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.
f. Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Kerpidex name or referencing the Kerpidex Services; or (iii) suggesting or implying any endorsement by Kerpidex of You and/or any Products without the prior written approval of Kerpidex, which Kerpidex may withhold at its sole discretion.
g. Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Kerpidex reserves the right to amend this Agreement at any time. When Kerpidex amends this Agreement, Kerpidex shall make reasonable efforts to provide You with a general, but not specific, notice of such changes by posting a conspicuous announcement at www.kerpidex.com that; (1) such changes or amendments have occurred; and (2) identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Kerpidex Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to periodically review www.kerpidex.com to inform Yourself of any such changes.
h. Waiver. The waiver or failure by Kerpidex to exercise any right provided for herein will not be deemed a waiver of any further rights hereunder. The rights and remedies of Kerpidex set-forth in this Agreement are cumulative and are in addition to any rights or remedies Kerpidex may otherwise have at law or in equity, except with respect to any sole and exclusive remedies expressly provided for herein.
i. Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Kerpidex which would not be adequately and fully compensated by money damages and that Kerpidex may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the courts of the Republic of France or any other court of a competent jurisdiction anywhere in the world, and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
j. Force Majeure. Kerpidex shall not be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, Kerpidex.
k. Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Kerpidex if sent via email, as date stamped by Kerpidex systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
l. Headings/Interpretation. The table of contents and the descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
DISCLAIMER. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE KERPIDEX SERVICES. THE KERPIDEX SERVICES AND ALL RELATED SERVICES ARE OFFERED "AS IS" AND KERPIDEX DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.