Client Terms & Conditions US

EDITIONS FINANCIAL INC. (“EF”) US STANDARD TERMS (the“Standard Terms”)

1. DEFINITIONS AND INTERPRETATION

In these Standard Terms:

Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Person” means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Agreement means the Quotation, these Standard Terms and the Scope of Work;

Business Day means a day other than a Saturday, Sunday or US federal holiday;

Confidential Information means in relation to either party (the “Disclosing Party”) any and all information whether in oral, tangible or in documented form concerning the business or affairs of that party (or its Affiliates) which is disclosed to or otherwise learnt, acquired or developed by the other party (the “Receiving Party”) where (a) such information is by its nature confidential;(b) the Receiving Party knows or ought to know such information is confidential; or (c) such information is designated by the Disclosing Party as confidential (whether or not marked as confidential or proprietary) ;

Customer means the person(s) or entity who procures any Service from EF;

Customer Materials means any content, text, materials, document, file, item or thing, in whatever form including audio and audio-visual materials, film screens, branding, logos, drawings, artwork, graphics, photographs, images, designs, business forms, information, descriptions, files, SMS or other messages and/or data, provided to EF;

Data means all data (including any personal data) belonging to the Customer or to any of the Customer’s clients which is from time to time held or processed by EF in providing the Services;

Deliverables means those items (including content, copywriting, audio visual), excluding the EF Tools, which EF will provide and/or make available to or on behalf of the Customer as part of the Services including those (if any) identified or referred to in the Scope of Work;

Disclosing Party means either or both of EF and the Customer, disclosing Confidential Information to the other;

EF Tools means all know-how, software, development tools, processes, methodologies and technologies, documents, data, generic and reusable templates, and other material (but excluding any Data and/or Customer Materials), the Intellectual Property Rights of which are vested in or used by EF in performing the Services whether or not such EF Tools are created as a result of the provisionof the Services to the Customer and/or at the request of the Customer;

Fees means the fees for the Services set out in or referred to in the Quotation;

Force Majeure means any act, event, omission or accident beyond EF’s reasonable control, including but not limited to acts of God, explosion, flood, tempest, fire or accident; war or threat ofwar, sabotage, epidemic, insurrection or civil disturbance; terrorism; governmental actions; acts or omissions of a third party, including any subcontractor/service provider; strikes, lockouts or other industrial actions or trade disputes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery; restraints or delays affecting carriers; malicious damage or acts of hackers; failure in information technology or telecommunications services; failure of a third party software manufacturer; and computer viruses/malware that cannot bedetected or controlled by the use of reasonable anti-virus protective measures;

Intellectual Property Rights means all intellectual and industrial property rights including patents, know how, trademarks, designs, utility models, design rights, service marks, rights to preventpassing off for unfair competition and copyright (including future copyright), database rights, domain names, topography rights and any other rights in any invention, discovery or process, in each case subsisting at any time in any part of the world (whether registered or unregistered) and together with all renewals pending applications or rights to apply for registration, and extensions thereof;

Quotation means the quotation for the Services including any documents referred to in them, to which these Standard Terms are appended or which otherwise incorporate these StandardTerms by reference;

Receiving Party means either or both of EF and the Customer, in receipt of Confidential Information disclosed to it by the other as Disclosing Party;

Scope of Work means the overview (if any) prepared by EF, together with a detailed specification of the Services to be provided as prepared by EF;

Services means those content, copywriting, audio visual, design and consultancy services described or referred to in the Scope of Work; and

Except as otherwise stated in these Standard Terms or required by their context: (a) references to writing or written do not include fax or email; (b) references to parties are to EF and the Customer; (c) references to a Section are to the relevant section of these Standard Terms; and (d) references to including and include(s) mean respectively including withoutlimitation and include(s) without

2. ENTIRE AGREEMENT

The Customer acknowledges and agrees that the Agreement contains the only terms and conditions upon which EF will provide the Services and will govern the relationship between EFand the Customer to the entire exclusion of all other terms or conditions and all previous oral or written representations. No terms or conditions endorsed upon, delivered with orcontained in any purchase order, order acknowledgement, Customer terms or any other document will form part of the Agreement whether or not such document is referred to in the Agreement.
If these Standard Terms are construed to be an offer, this offer expressly limits acceptance by Customer to the terms of this offer and notice of objection by EF to any different or additional terms is hereby If these Standard Terms and Conditions are construed to be an acceptance of an offer, this acceptance is expressly conditioned upon Customer’s assent to any different or additional terms contained in these Standard Terms.
Any variation to the Agreement will have no effect unless expressly agreed in writing and signed by an authorised representative of each

3. SPECIFICATION

All advertising, samples, artwork, specifications, illustrations or descriptive material made available by EF and any descriptions or illustrations contained in EF’s sales literature, catalogues, brochures, quotation, price list, acknowledgement of order, invoice, service level agreement or other document or other information issued by EF (including on its website) areissued or published for the sole purpose of giving an approximate idea of the Services and Deliverables described in them. They will not form part of the Agreement unless expresslyspecifically stated otherwise All documents containing such illustrative or descriptive material (as well as the Intellectual Property Rights in such material) shall remain theexclusive property of EF or its third party licensors, and shall not be copied, loaned or transferred by Customer.
Any typographical, clerical or other error or omission in any of the documents referred to in Section 1 shall be subject to correction without any liability on the part of EF.
The Customer must ensure that any artwork, sketches, files containing Data, specifications, descriptions, information or other instructions supplied by or on behalf of the Customer in connection with the manufacture or sale of the Deliverables or provision of the Services are supplied to EF in the manner (including regarding format and method of delivery) directed byEF and are accurate, unambiguous and clearly legible and meet the Customer’s
Where EF is supplied with Customer Materials or is otherwise requested to use specific material by the Customer when undertaking the Services:
- EF will not be liable for any delay in or inability to perform the Services or for any additional costs incurred in performance of the Services or for any defect or error in the Services or Deliverables or errors in or additional costs associated with their delivery to the extent that such delay, inability, costs, defect or error were caused by defects in or unsuitability of the Customer Materials or specified materials, or the Customer’s failure to supply the Customer Materials to EF in the manner (including regarding format and method of delivery) directed by EF, it being noted and agreed that EF may not be able to identify defects in the Customer Materials orspecified materials, or the unsuitable nature of the Customer Materials or specified materials until production has commenced, and where additional costs are incurred by EF such costs shall be recoverable from the Customer;

EF may reject any of the Customer Materials or specified materials which in its opinion are unsuitable;
EF may, if the Customer Materials or specified materials are found to be unsuitable during production or have been supplied to EF otherwise than in the manner (includingregarding format and method of delivery) directed by EF, charge the additional production costs incurred by EF to the Customer after notifying, where possible, the Customer inwriting of the unsuitability of the Customer Materials or specified materials; and
EF accepts no responsibility for imperfect work caused by defects in or unsuitability of the Customer Materials or specified

4. THE SERVICES

EF will use commercially reasonable efforts to: (a) perform its obligations as set out in the Agreement; (b) ensure the Services comply, in all material respects, with the Scope of Work; (c) perform the Services using reasonable skill and care. EF reserves the right to determine which of its personnel or subcontractors shall be assigned to perform Services hereunder, and to replace or reassign such personnel during the term hereof.
EF may make any changes to the Scope of Work, design, materials or functionality of the Deliverables or provision of the Services: (a) which are required to comply with any applicable legalor regulatory requirements; (b) are required or advisable to prevent the Services and/or Deliverables infringing third party rights, including Intellectual Property Rights; or (c) which in EF’s reasonable opinion, do not materially affect the quality or performance of the
Time for performance of the Services will not be of the
If EF is in breach of Section 1, Customer’s sole and exclusive remedy shall be, at EF’s option: (a) EF will re-perform the Services (or the defective part) or; (b) EF will refund the Fees attributable to the breach pro rata, provided that if EF so requests, the Customer will return to EF or destroy the Deliverables or the part of such Deliverables which is defective. EF shall have no further liability beyond the remedies set forth in this Section 4.4 for any breach of Section 4.1.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1 ABOVE AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, EF HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHEREXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, DELIVERABLES AND/OR EF TOOLS PROVIDED BY EF UNDER THIS FURTHER, EF SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING FROM ACOURSE OF DEALING OR USAGE OF TRADE. EF DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT ANY SERVICES, DELIVERABLES OR EF TOOLS PROVIDED BY EF UNDER THIS AGREEMENT WILL BE ERROR-FREE, THAT THEIR USE WILL BE UNINTERRUPTED OR THAT THE RESULTS OF THEIR USE WILL BE CORRECT, ACCURATE OR RELIABLE.

5. CUSTOMER RESPONSIBILITIES

The Customer will comply with its obligations under the Agreement and with any reasonable instructions of EF and will provide all such assistance to EF as EF may request including the provision of (a) the Customer Materials in the manner (including regarding format and method of delivery) directed by EF; and (b) approvals and sign-off by the Customer of the Deliverables in accordance with these Standard
The Customer is responsible for obtaining, at its own cost, all necessary consents, licenses and authorizations which may be required by all applicable law and any regulatory and otherauthorities or commercial providers in respect of its receipt of the Services and use of the In particular, the Customer agrees that it, and not EF, is responsible for ensuring the use of the Customer’s own and any third party photographs, images, sounds and text in the Deliverables does not infringe any third party’s Intellectual Property Rights, whether those third party materials are sourced by the Customer or by EF on the Customer’s behalf.

EF’s responsibilities hereunder are expressly conditioned upon and the Customer is responsible for checking that any Customer specifications or requirements, Customer Materials, Data and other materials or instructions provided or specified by or on behalf of the Customer to EF (Customer-supplied items) and for reviewing and approving any Deliverables (EF-supplied items) to ensure that each such Customer-supplied or EF-supplied item will: (a) not contain anything that is libellous, defamatory, offensive or abusive; (b) not be of anobscene, nuisance or threatening nature; (c) not be calculated to demean or be discriminatory of any person or infringe their rights; (d) comply with and not infringe or contain anythingwhich is alleged to infringe any third party’s Intellectual Property Rights; and (e) comply with all applicable laws and regulatory requirements; and (f) otherwise meet the Customer’s
The Customer will defend, indemnify and hold EF harmless from and against any and all claims, demands, costs, liabilities and losses (including all interest, penalties, attorneys’ fees andexpenses) arising directly or indirectly from any breach or alleged breach of its obligations under this Section 5, including without limitation any third party claim against EF alleging infringement by EF of any third party rights (including without limitation Intellectual Property Rights) contained in the Customer Materials, Data or other materials, specification or instructions provided or specified by or on behalf of the
The Customer will comply with all applicable laws and regulatory requirements in its receipt of the Services and the use of the Deliverables by the Customer or by EF or another third party on the Customer’s
The Customer warrants and undertakes that: it has complied with, and each is presently in compliance with, all Applicable Laws restricting or prohibiting transactions with, or the export, provision, purchase or sale of goods and/or services to, any person pursuant to any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, the “Sanctions Authorities”); Neither the Customer nor any of its affiliates is a person named on the list of Specially DesignatedNationals maintained by OFAC or is otherwise the target or subject of sanctions administered by any other Sanctions Authority (each such person, a “Sanctioned Person”) and, to theknowledge of the Customer none of their respective directors, officers and employees is a Sanctioned Person, and is owned or controlled more than 50% by a sanctioned

6. SIGN-OFF

EF will provide the Customer with proofs of the Deliverables which the Customer must sign-off in accordance with this Section 6. The Customer must sign-off proofs in sufficient time for EF to meet its obligations under the Agreement. The proofs may be sent to the Customer by email with a link to a website, or in a sample email (or any other means) which theCustomer will access to review the proofs or may be delivered to the Customer.
The Customer will check all proofs prepared by EF and will promptly advise EF if any proof is in any respect incorrect or requires amendment or is infringing, defamatory, inaccurate, misleading or otherwise contrary to any applicable legal or regulatory requirement and/or may give rise to legal or regulatory
Following sign-off EF will not be responsible for errors in the Deliverables or the Services, unless it has failed to produce the Deliverables or perform the Services in accordance in all material respects with the proofs signed-off by the
The Customer will pay for any additional work that may be necessary due to the Customer’s failure to correct or amend a proof correctly prior to sign-off.
EF may charge the Customer an additional charge if alterations, additional proofs and/or other works are carried out: (a) at the Customer’s request after proofs or samples have beensigned-off; (b) where style, type or layout is left to EF’s judgement and the Customer requests variations to that aspect or aspects of the proof; or (c) where drawings, proofs or other instructions supplied to EF by or on behalf of the Customer are not clear and/or not legible and/or contained errors.

7. CHANGES TO SCOPE

If at any time the Customer wishes to make any alternations to all or any part of the Services including the Scope of Work, and/or Customer Materials and/or Data then the Customer will provide EF with full written particulars of such alterations and with such further information as EF may
EF will either decline to undertake such alterations or will submit to the Customer a quotation for such alterations specifying what changes (if any) will be required to the Servicesincluding to Fees and the
Upon receipt of such quotation the Customer will either: (a) accept such quotation, in which case the Services will be deemed to be amended accordingly; or (b) withdraw the proposed alterations in which case the Agreement will continue in force

8. FEES AND PAYMENT

The Fees are set out in or referred to in the Quotation and are exclusive of all taxes, including: sales, use, property, excise, VAT, bypass or other local, state or national taxes, or charges imposed on or based upon the provision, sale or use of Services (“Taxes”). Customer will pay all Taxes (excluding only taxes on EF’s net income), regardless of the party upon which such Taxes are imposed by law. If Customer is exempt from any such taxes for any reason, EF must be given a copy of the tax-exempt certificate. If for any reason a taxing jurisdictiondetermines that Customer is not exempt from such Taxes and assesses such Taxes, Customer agrees to pay EF such Taxes, plus any applicable interest or penalties that may be imposed onEF as a result of its acceptance of or reliance upon said Customer shall indemnify and hold EF harmless for any liability or claims related to such unpaid Taxes.
The Customer will pay the Fees within thirty (30) days from the date of receipt of the invoice. Time for payment will be of the essence. If the Fees are overdue EF may, in addition to anyother right or remedy, suspend the Customer’s access to the Services and/or suspend the provision of the Services without liability to the
EF reserves the right to charge interest on any payment not made when due at the lower of: (A) the rate of 1.5% per month or (B) the highest amount allowed by applicable law.Interest will be charged from the day that any amount becomes a late payment until all such overdue payment(s) are received by
EF will have a lien on all Customer Materials and any other property of the Customer held by EF for all monies due from the Customer to EF under the Agreement.
The Customer will not be entitled to deduct from or offset any sum due to it by EF any sum then due or which at any time thereafter may become due to the Customer from
Without prejudice to any other right or remedy which EF may have if any sum of money will be recoverable from the Customer or payable by the Customer to EF, EF may deduct or offset such sum from any sums payable to the Customer under the
Unless otherwise specified by EF in the Quotation or Scope of Work, all payments shall be made in US Dollars to such address or into such bank account as EF shall specify from time totime in
All payments payable to EF under the Agreement shall become due immediately upon termination of the Agreement despite any other
If the production or delivery of the Deliverables or the provision of the Service is suspended at the request of the Customer or delayed due to the default of the Customer, EF may charge the Customer for the work carried out to such time, any materials ordered for the Customer and any other additional costs incurred as a result of such suspension or delay, and such charge shall be payable immediately by the Customer.

9. CUSTOMER’S PROPERTY

All Customer Materials, Data and any other property supplied to EF by or on behalf of the Customer will remain the property of and at Customer’s sole

EF reserves the right to make a reasonable charge for storage of any Customer Materials, Data and/or any other property of the Customer left with it after termination or expiration of theAgreement and which the Customer instructs EF not to destroy. If the Customer does not wish to pay for such storage EF may destroy such property after giving the Customer not lessthan four (4) weeks’ notice of the charge for storage and such destruction shall be deemed to be on the Customer’s

10. INTELLECTUAL PROPERTY RIGHTS

The Customer warrants that it owns (or is licensed to use in accordance with the Agreement) all rights, including Intellectual Property Rights, in the Customer Materials and the Data, and the Customer grants to EF and to its sub-contractors a non-exclusive, royalty free, sub-licensable license to use, reproduce, adapt and exploit the Customer Materials and the Data(including all Intellectual Property Rights therein) for the purpose of EF performing its obligations under the Agreement.
Subject to Sections 10.3 and 10.5 and the payment by the Customer of the full amount of the Fees (collectively the “Conditions”), as between EF and Customer, Customer shall own all right, title and interest in all Deliverables (excluding the EF Tools) and Intellectual Property Rights therein. All Deliverables shall, to the extent possible, be considered a work made for hirefor Customer within the meaning of 17 U.S.C. § 101. Subject to the Conditions, EF hereby assigns and agrees to assign, any right, title, or interest EF may have in and to the Deliverables to Customer. Upon the request of Customer, EF will do all acts and execute all documents, at Customer’s expense, as may reasonably necessary or appropriate to confirm such rights.
All right, title and interest in and to the EF Tools and Intellectual Property Rights therein are and will, as between EF and the Customer, remain the exclusive property of EF or its licensors and the Customer agrees and acknowledges that it will acquire no right, title or interest Subject to Section 10.4 and to payment by the Customer of the full amount of the Fees, EFwill grant to the Customer a non-exclusive, non-transferable, non-sub-licensable, perpetual, revocable license to use, reproduce and modify EF’s Intellectual Property Rights in the EF Tools solely as such EF Tools are provided with or embedded in the Deliverables hereunder, and the Customer will have no license for any other use without the express written consentof EF.
EF may use the name and any brand, trademark, service mark or logo of the Customer in its own or its Affiliates’ publicity materials including brochures, catalogues, advertising material and website. EF grants the Customer a non-exclusive license to use the name and any brand, trademark, service mark or logo of EF in the Deliverables for the sole and express purposes forwhich the Deliverables are supplied and the Customer shall have no license for any other use without the express consent in writing of
The Customer acknowledges and agrees that: (a) where EF uses any product, service or material from a third party in connection with the provision of the Services excluding any stock images (Third Party Material) EF will to the extent necessary to allow the Customer to receive the Services, use its commercially reasonable efforts to procure, at the Customer’s expense, a license of such rights in favor of the Customer or grant a sub-license of the Third Party Material to the Customer; (b) EF will be entitled, at its sole discretion, to use designfeatures, skills and techniques contained in the creation of the Deliverables and/or the provision of the Services, including without limitation fonts, typefaces, colours and other stylistic features and combinations thereof (Features), in materials produced by EF for other customers and for its own promotional and other purposes. All rights in such Features will remain vested in EF or its licensors and such use will not constitute an infringement of the Customer’s In recognition that EF may perform similar services for others, this Agreement shallnot prevent EF from providing services or developing materials that are competitive with those developed or provided under this Agreement. Subject to the confidentiality restrictionscontained in this Agreement, EF shall be free to use its general knowledge, skills, and experience, and any ideas, concepts, know- how and techniques used in the course of providing the Services, on other engagements; and EF’s other clients shall have the right to use materials incorporating such ideas, concepts, know-how and techniques.

11. PERSONALLY IDENTIFIABLE INFORMATION

To the extent Customer provides any “personally identifiable information” or personal data to EF in the Data or otherwise in connection with the Services, the Customer will ensure that all personal data contained in the Data are accurate and up to date and otherwise compliant with the applicablefederal/national/state or European Union laws and regulations (collectively “Data Protection Provisions”) when disclosed to EF.

The parties acknowledge and agree that the Customer or the Customer’s client (as appropriate) will be a data controller in respect of the Data and EF will be a data processor or sub processor (as appropriate).
EF shall implement appropriate technical and organizational security measures for the processing of “personally identifiable information” or personal data under this Agreement. Such measures shall be subject to an appropriate level of security having regard to the technical possibilities available, the implementation cost for such measures, the specific risksconnected with the processing of the data in question and the sensitivity level of the data in question. For the purposes of fulfilling its contractual obligations to Customer, EF maytransfer “personally identifiable information” or personal data for which Customer is responsible to other EF Affiliates (or subcontractors) located in and/or outside of the country orcountries in which Customer
EF and each of its sub-contractors will be permitted to use and/or disclose any Data to the extent required by any law or to enable EF or its sub-contractor to comply with any law or to perform any obligations owed to the Customer or to a regulatory authority, whether pursuant to any law or
Each of IFS and Licensee shall comply with all applicable Data Protection Provisions. Customer shall provide EF with reasonable instructions on the processing of “personally identifiableinformation” or personal data and EF shall use commercially reasonable efforts to comply with such reasonable instructions. Customer warrants that it has all necessary approvals from anyrelevant “personally identifiable information” or personal data subjects and shall indemnify and hold EF harmless from any third party claims, losses or liabilities arising from or in connection with any processing of “personally identifiable information” or personal data under this

12. CONFIDENTIALITY

The Receiving Party will not during the Agreement or at any time thereafter disclose any Confidential Information of the Disclosing Party to any person or use any such information, except for the sole purpose of the performance of the Agreement or with the prior written consent of the Disclosing
The restrictions in Section 1 will not apply to: (a) the disclosure of information where required by law or order of regulatory authority or stock exchange (provided that to the extentpermitted by such law or order, the Receiving Party notifies the Disclosing Party of such requirement in advance); (b) information which is made public other than through a breach of the Agreement; or (c) information in the Receiving Party’s possession or provided to the Receiving Party without obligations of confidence.
The Receiving Party will treat and safeguard as private and confidential all Confidential Information of the Disclosing Party received by it and will take reasonable precautions (which willnot be less rigorous than the precautions it takes to safeguard its own confidential information) in dealing with any such Confidential Information to prevent any third party from having access to it and will not take more copies of the Confidential Information than is
All Confidential Information (including all copies) will promptly be returned to the Disclosing Party (or destroyed) upon receipt by the Receiving Party of a written notice to that effect from the Disclosing

13. NON-SOLICITATION

Except as EF expressly authorizes in writing in advance, Customer shall not solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of EF’s Personnel during their participation in the Services hereunder or during the twelve (12) months For purposes of this Section 13.1, “Personnel” includes any individual or company EF employs or engages as a partner, employee or independent contractor and with which Customer comes into contact in the course of the Services hereunder.

14. TERMINATION

Termination for Uncured Breach. If either party should breach a material provision of this Agreement, the other party may terminate this Agreement upon thirty (30) days’ written notice(ten (10) days in the case of nonpayment by Customer) unless the breach is cured within the notice Termination under this Section 14.1 shall be Customer’s sole remedy for delay or failure by EF to deliver Services hereunder
Termination for Other Either party may immediately terminate this Agreement upon written notice if (i) a receiver is appointed for the other party or its property, (ii) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors or (iii) any proceedings(whether voluntary or involuntary) are commenced against the other party under any bankruptcy, insolvency or debtor’s relief law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof.
The termination of the Agreement will be without prejudice to either party’s rights then accrued and to any provision of the Agreement which is expressly or by implication intended tosurvive such termination including Sections 4 (IPR indemnity), 10 (Intellectual Property Rights), 11 (Personally Identifiable Information), 12 (Confidentiality), 13 (Non-Solicitation), 15(Limitation of Liability).

15. LIMITATION OF LIABILITY

TO THE EXTENT ALLOWED BY APPLICABLE LAW, EF SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, INDEMNITY, TORT OR OTHER THEORY (A) FOR INTERRUPTION OF USE, FOR LOSS OR INACCURACY OR CORRUPTION OF SOFTWARE OR DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOTLIMITED TO, LOSS OF PROFITS AND PENALTIES OR INTEREST ASSESSED OR LEVIED BY GOVERNMENT AGENCIES, OR (C) FOR ANY AMOUNTS IN EXCESS OF FEES PAID BY CUSTOMERTO EF HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
EF will not be liable for any defects in the performance of the Services, or for any defect in the Deliverables or breach of any term of the Agreement if:
- the defect or breach arises because the Customer:
  - failed to follow EF’s oral or written instructions or (if there are none) general industry practice;
  - used the Services and/or Deliverables improperly; or
  - gave EF incorrect, incomplete, misleading or otherwise defective instructions.
- the Customer alters or repairs any of the Services or the Deliverables without the written consent of EF; or
- the defect or breach arises from any defect or error in or the unsuitability of any customer prepared terms, Data or Customer Materials or from any specified materials which EFis requested by the Customer to use or from the Customer failing to amend the proofs correctly prior to sign-off by the Customer in accordance with Section 6 or the Customer’s failure or delay to supply the Customer Materials to EF in the manner (including regarding format and method or delivery) directed by EF.
The Customer shall take all reasonable steps to mitigate its
This Section 15 shall survive termination of the

16. GENERAL

EF will not be deemed to be in breach of the Agreement or otherwise liable to the Customer in any manner whatsoever for any failure or delay in performing its obligations under theAgreement due to Force
EF may sub-contract and/or assign any part of its obligations under the Agreement without the Customer’s prior written approval and may provide such subcontractors and/or assigneeswith access to any Data or to the Customer Materials and any Customer Confidential Information. The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of EF, such consent not to be unreasonably withheld.

Any notice will be in writing to the recipient at its registered office or its address stated in the Quotation or Scope of Work (or such other address as may be notified in writing from time to time) and will be marked for the attention of the party’s General
All notices, requests and other communications hereunder shall be in writing and shall be delivered inperson or sent by nationally recognized overnight courier service or by facsimile transmission (with confirmation of receipt) to the address or facsimile number designated in writing by the receiving Unless otherwise provided, notice shall be effective on the date it is officially recorded asdelivered, as evidenced by delivery receipt or equivalent.
The parties are independent contractors and not joint venturers, partners or agents of each other and neither party will have any authority to act on behalf of the
If any term of the Agreement to any extent is held to be invalid, void or unenforceable, then that term or provision will be inoperative and void to the extent necessary to comply with law, but the remainingterms will nevertheless continue in full force and effect and the rights and obligations of the parties will be construed as if the Agreement did not contain that particular term held to be invalid, void or
The Agreement will be governed and construed in all respects in accordance with the internal substantive laws of the State of New York, without regard to its conflicts of laws provisions. Customerconsents to the jurisdiction and venue of the state and federal courts having New York within their jurisdiction and Customer agrees to exclusively bring any action against EF in such jurisdiction and towaive all objections to personal jurisdiction, venue and forum non
This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied,shall give, or be construed to give, any rights hereunder to any other
No failure or delay by EF to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or