Partner Terms

These Terms (the "Terms") permit the Partner to provide Services (as defined and as specified below) to FaceUp or its Customers (as defined below) as further agreed in an Agreement between the parties referencing these Terms (the "Agreement") and set forth the basic terms and conditions under which the Services will be delivered.

If the Partner's company address set forth in the Agreement or otherwise provided by the Partner is in the United States, FaceUp is FaceUp Technology Inc. headquartered at 70 Carolina St, Charleston, SC 29403, the United States of America. If the Partner's company address set forth herein or otherwise provided by the Partner is elsewhere, FaceUp is FaceUp Technology s.r.o with a registered address at Jiráskova 222/18, Brno, 602 00, Czech Republic.

DEFINITIONS

Other than the terms defined in the body of these Terms, these terms have the following meaning:

"Affiliate" means any entity controlling, controlled by, or under common control of a Party where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.

"Customers" mean the customers of FaceUp who have entered into an agreement with FaceUp or Partner, as applicable, to use the Products.

"Deliverables" mean any outputs of the Services and any other documents, products and materials provided by the Partner to the Customer or FaceUp, as applicable, in connection with this Agreement.

"Feedback" means comments, questions, suggestions, or other feedback relating to the Services or the Products.

"Implementation Services" mean the implementation services, integration services, or similar services provided by the Partner under the Agreement, if applicable.

"Intellectual Property Rights" include all valid patents, trademarks, copyrights, trade secrets, moral rights, feedback and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country, or other jurisdiction.

"Laws" mean all applicable local, state, federal, and international laws, regulations, and conventions.

"Party" means either FaceUp or the Partner; the "Parties" both FaceUp and the Partner.

"Products" mean specialized SaaS (software as a service) services provided by FaceUp, as well as other associated products and services facilitated by FaceUp.

"Referral Services" mean the referral services provided by the Partner for FaceUp, if applicable.

"Reseller Services" mean the reseller services provided by the Partner for FaceUp, if applicable.

"Services" mean the Implementation Services, the Referral Services, the Reseller Services, and White Label Resell Services or other services provided by the Partner, as applicable.

"Target” means a third party which is a potential Customer of FaceUp; for the purposes of Referral or Reseller Services, a Target must be a company with no prior contact with FaceUp (i.e., new lead).

"Taxes" mean any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of FaceUp.

"White Label Resell Services"; mean the reseller services provided by the Partner, wherein the Partner resells the

FaceUp’s Products, Deliverables, or other services under the Partner’s own branding and trademarks, if applicable.

1. SCOPE OF THE AGREEMENT

1.1. Provision of Services. The Partner will provide the Services agreed between the Parties in an Agreement. The Partner may use the Products only insofar required for the provision of the Services.

1.2. Payment. FaceUp or the Customer, as applicable, will pay for the provided Services as specified in an Agreement.

2. PROVISION OF THE SERVICES

2.1. Duties of the Partner. The Partner undertakes to: (a) provide the Services with all due care, skill and ability and in accordance with best industry practice; (b) ensure that all personnel involved in the provision of the Services (i) are suitably skilled, qualified, and experienced; and (ii) will comply with the terms of the Agreement and are bound by confidentiality obligations which include keeping the Confidential Information confidential; (c) provide all equipment, tools, and other items required for the provision of the Services; (d) promptly give to FaceUp all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services; (e) except as authorized by FaceUp, (x) not to act in a way which will incur any liabilities on behalf of FaceUp nor to pledge the credit of FaceUp; or (y) make or give any representations, warranties, guarantees or other promises concerning the Products beyond those contained in FaceUp’s Terms of Service. 

2.2. Delayed Performance. The Partner undertakes to notify FaceUp on becoming aware of any event or circumstance that will result in, or is reasonably likely to result in, the Partner not meeting any deadline or its duties in Section 2.1. In such circumstances, FaceUp may choose to: (a) agree to remedy plan or an extension of time in respect of the relevant deadlines (and the parties shall agree a reasonable decrease in the fees to be paid to the Partner to reflect the delayed performance), as applicable; or (b) notify the Partner that remedy plan or an extension is not possible, in which case FaceUp shall be entitled to: (i) obtain substitute services or deliverables from a third party and reclaim any additional costs of such from the Partner, (ii) a refund of any sums already paid by FaceUp or Customer to the Partner in respect of the affected Services, or (iii) renegotiate the terms of the applicable Services (and the Partner shall act reasonably and in good faith in respect of such discussions with FaceUp).

2.3. Limitations. Unless it or they have been specifically authorized to do so by FaceUp in writing: (a) neither the Partner nor the personnel shall have any authority to incur any expenditure in the name of or for the account of FaceUp; (b) the Partner shall not subcontract the performance of the Services without prior written consent of FaceUp. The Partner's use of permitted sub-contractors (if any) will not relieve or diminish its respective obligations pursuant to the Agreement, and the Partner will remain fully responsible for the acts and omissions of its permitted sub-contractors; (c) neither the Partner nor the personnel shall hold themselves out as having authority to bind FaceUp.

2.4. Promotion. The Partner will, at minimum, promote FaceUp and its products to Targets in the following way: (A) the Partner shall act as a positive reference to the targets; (b) the Partner shall reach out to its business partners and inform the business partners about the partnership with FaceUp; (c) if applicable, the Partner shall list FaceUp as a provider on Partner’s intranet and in their digital marketing communication to its business partners; (d) the Partner agrees to a localized social media post (LinkedIn, Instagram, or Facebook) to announce the cooperation of the Partner. This could include a mutually agreeable video or written testimonial in which the Partner will specify the reasons for cooperation with FaceUp; (e) the Partner may choose to apply to events or workshops organized by FaceUp or may accept an invitation to attend an external event together with FaceUp; (f) the Partner may extend an invitation to FaceUp for any (trade) shows, hotel workshops & seminars to co-present with the Partner when relevant; FaceUp shall be informed about Partner's events within the reasonable time frame; (g) the Partner agrees to encourage one of the business partners to publish a mutually agreeable written case study after they completed the training phase and are live on FaceUp; and (h) the Partner agrees to encourage and support individual business partners to become active spokespersons of FaceUp through the full use of the products.

2.5. List of personnel. The Partner is responsible for maintaining an updated list of all its personnel who are authorized to provide the Services.

2.6. Documentation and Promotion Materials. FaceUp undertakes to provide the Partner with relevant information relating to its Products. In this respect, FaceUp will provide the Partner with the technical and commercial documents relating to the Products, it being specified that these documents remain the property of FaceUp. FaceUp will provide Partner with reasonable promotion materials to help promote FaceUp. If the Partner decides to create digital or tangible marketing materials or a website intended for the promotion of FaceUp, both on the internet and its intranet, the final version of such materials shall be subject to final approval by FaceUp.

2.7. Compliance. The Partner shall at all times provide the Services and perform its other obligations under this Agreement in full compliance with all Laws in any jurisdiction which are applicable to: (i) the provision of any of the Services by the Partner; (ii) the receipt or use of any of the Services by FaceUp or the Customer, as applicable; and (iii) the performance by the Partner of its other obligations under this Agreement. Where compliance with any Laws is advisable but not mandatory, the Partner shall, as a minimum, comply with best industry practice in relation to compliance with the relevant Laws. 

2.8. Cooperation and Notification of Complaints. When part of its duties, Partner will promptly investigate and report to FaceUp all complaints received by Partner regarding any of the Products (including, but not limited to, warranty claims), and promptly notify FaceUp of any action taken (or to be taken) in connection therewith. Partner will give immediate attention to and will use its reasonable efforts to promptly respond to and settle (without incurring any obligation or liability on behalf of FaceUp) all complaints received by Partner from any Customer or anyone else arising out of or in connection with Partners’ use, distribution, or reselling of any Products. In handling any complaints, Partner will use its reasonable efforts to maintain and promote good public relations for FaceUp.

2.9. General Restrictions. The Partner will not (and will not permit any third party to): (a) rent, lease, provide access to, or sublicense the Products to a third party; (b) use the Products to provide, or incorporate the Products into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Products, except to the extent expressly permitted by Laws (and then only upon advance notice to FaceUp); (d) copy or modify the Products or any documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Products (notices on any reports or data printed from the Products); or (f) publicly disseminate information regarding the performance of the Products.

2.10. Indemnification. The Partner will defend FaceUp from and against any claim arising from or relating to any Partner's provision of the Services, and will indemnify and hold FaceUp harmless from and against any damages and costs awarded against FaceUp or agreed in settlement by the Partner (including reasonable attorneys’ fees) resulting from such claim, provided that the Partner will have received from FaceUp: (i) prompt written notice of such claim (but in any event notice in sufficient time for the Partner to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonably necessary cooperation of FaceUp (at the Partner’s expense). Notwithstanding the foregoing sentence, (a) FaceUp may participate in the defense of any claim by counsel of its own choosing, at its cost and expense; and (b) the Partner will not settle any claim without FaceUp’s prior written consent, unless the settlement fully and unconditionally releases FaceUp and does not require FaceUp to take any action or admit any liability.

3. SECURITY

When providing the Services (other than referral), the Partner agrees to the technical and organizational measures no less strenuous than described in FaceUp’s Technical and Organizational Measures set forth as Annex 2 to the DPA between FaceUp and its Customers, as available on FaceUp’s website. 

4. OWNERSHIP

4.1. FaceUp Technology. The Partner agrees that FaceUp or its suppliers retain all right, title, and interest (including all Intellectual Property Rights) in and to the Products and all related and underlying technology and documentation and any derivative works, modifications, or improvements of any of the foregoing, including Feedback (collectively "FaceUp Technology"). Except as expressly set forth in this Agreement, no rights in any FaceUp Technology are granted to the Partner.

4.2. Limited License. Subject to the terms and conditions of this Agreement, FaceUp grants to the Partner the following non-exclusive rights to, as applicable: (1) refer FaceUp and demonstrate the Products to Targets in the Territory; and (2) implement or integrate the Products for the benefit of the Customer; and (3) right to resell the Products during the agreed term.

4.3. Work made for hire. The Services are considered "work made for hire". FaceUp shall own all right, title and interest, including Intellectual Property Rights, in and to all the Deliverable produced in the course of the provision of any of the Services (including any work in progress and documentation of work developed by the Partner in connection with the Services). To the extent that any such right, title and interest does not vest in FaceUp by operation of law, the Partner hereby irrevocably transfers or assigns to FaceUp, as applicable, as at the date of creation all of its rights, title and interest (including all Intellectual Property Rights) in and to any such Deliverables without further consideration and such transfer or assignment, as applicable, shall also be a transfer or an assignment, as applicable (in respect of any copyright existing therein) of future copyright pursuant to applicable Laws.

4.4. Feedback. The Partner may, from time to time, submit Feedback to FaceUp. FaceUp may freely use or exploit Feedback and may also disclose such Feedback to third party. FaceUp shall not disclose the name of the Partner in any use or exploitation of the Feedback.

5. TERM AND TERMINATION

5.1. Term. This Agreement is effective as of the Effective Date and expires 6 months following the date of expiration or termination of all the Services or when terminated by a Party in accordance with Sections 5.2 or 5.3.

5.2. Termination for Convenience. FaceUp may terminate this Agreement at any time on thirty (30) days’ notice with no liability to make any further payment to the Partner (other than in respect of amounts accrued before the termination date).

5.3. Termination for Cause. Either Party may terminate this Agreement if the other Party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). 

5.4. Effect of Termination. Upon any expiration or termination of this Agreement, the Partner will immediately cease all use of and access to all Services (including all related FaceUp Technology) and delete (or, at FaceUp’s request, return) all copies of the Documentation, all FaceUp passwords or access codes and all other FaceUp Confidential Information in its possession. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

6. WARRANTIES

6.1. Mutual Warranty. Each Party represents and warrants to the other Party that: (a) such Party is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; and the execution, delivery, and performance of the Agreement constitute a legal, valid, and binding obligation of such Party; (b) such Party has all requisite corporate power and financial capacity, and authority to execute, deliver, and perform its obligations under the Agreement; and (c) the persons acting on such Party’s behalf have been granted sufficient legal or contractual mandate for establishing rights and obligations of the Party arising hereunder. Furthermore, the Partner represents and warrants that all information provided to FaceUp, including but not limited to financial information, invoices, and other relevant documentation, is accurate, complete, and in accordance with Laws.

6.2. Partner Warranty. The Partner represents, warrants, and undertakes that the provision of the Services will (i) be free from any material defects; (ii) be fit for the integration with the Products and any other purpose for which FaceUp or the Customer has specified it will use the Services; and (iii) comply with the requirements of this Agreement.

6.3. Warranty Disclaimer. FaceUp does not warrant that the Products will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Products. THE PRODUCTS ARE PROVIDED "AS IS" AND FACEUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE PARTNER ACKNOWLEDGES THAT NEITHER FACEUP NOR ITS THIRD-PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER THE INTERNET, AND THAT THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND INTERNET SEARCH ENGINES. FACEUP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

7. FEES

7.1. Fees and Payment. All fees are as set forth in the applicable Agreement will be paid between Parties in accordance with the payment terms set forth in such Agreement. Partner agrees to pay any applicable custom duties and sales, use, withholding, value-added, personal property or similar taxes (collectively, "Taxes").  If such Taxes are paid or required to be paid by FaceUp, the amount thereof shall be added to and become a part of the amounts payable by Partner hereunder.  Partner will indemnify FaceUp against any claim or demand for payment of any such Taxes. All fees are exclusive of Taxes unless stated otherwise. FaceUp shall not be required to make payment on any invoices if any invoice and supporting documentation is rendered more than on ninety days (90) days after the Partner was required to submit the invoice to FaceUp.

7.2. No Additional Payment. Unless agreed to the contrary, the Parties have agreed and declare that for the provision of the Services, the Partner shall not be entitled to reimbursement of any costs, fees, or damages.

7.3. Expenses. Partner shall be solely responsible for all costs and expenses of any nature incurred in connection with the performance of its obligations and exercise of its rights under this Agreement. Partner will reimburse FaceUp, at FaceUp’s then-applicable standard rates, for all FaceUp personnel time spent investigating an alleged error that FaceUp reasonably determines to have been caused by: (i) the use of FaceUp Services in violation of the Terms of Service; (ii) Partner’s or End User’s personnel errors or lack of training; or (iii) failure or malfunction of any product or service not provided by FaceUp.

7.4. No Indemnity. The Parties hereby acknowledge that the fees have been stipulated with respect to granting the Partner a fair share from benefits to be brought to FaceUp and that the Partner shall not be entitled to claim any indemnity or other type of additional payment or remuneration arising therefrom (if any).

8. PERSONAL DATA

The Parties do not intend for the Partner to process any personal data during the provision of the Services. If the Services change or are likely to change such that the Partner will process personal data, the Parties will execute a Data Processing Addendum in accordance with Laws.

9. LIABILITY

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ANY CUSTOMERS OR AGENTS FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS INCLUDING THE DELIVERY, USE OR PERFORMANCE OF THE PRODUCTS EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT OR A BREACH BY A PARTY OF ITS PAYMENT OBLIGATIONS, BOTH PARTIES AGREE THAT THEIR AGGREGATE LIABILITY FOR ACTUAL AND DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY EITHER PARTY UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO ACT THAT GAVE RISE TO LIABILITY.

10. CONFIDENTIALITY

Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (the "Disclosing Party") constitute the confidential property of the Disclosing Party (the "Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any FaceUp Technology, performance information relating to the Services, and the terms and conditions of this Agreement will be deemed Confidential Information of FaceUp without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including FaceUp’s Affiliates or any permitted subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. This confidentiality obligation applies for 5 years after the lapse of this Agreement, except for know-how for which it will remain applicable in perpetuity.

11. GENERAL TERMS

11.1. Assignment. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign this Agreement without the advance written consent of the other party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such Party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.

11.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

11.3. Governing Law; Dispute Resolution.

11.3.1. Governing Law. This Agreement is construed and governed by the Laws of (i) Delaware, if the Partner is incorporated in the United States; or (ii) England and Wales, if the Partner is incorporated elsewhere, both as of the date of the Agreement.

11.3.2. Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (the "Dispute"), the Parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining Party shall provide written notice to the other Party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (the "Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to FaceUp it must be emailed to support@faceup.com.

Following receipt of the Initial Notice of Dispute, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (the "Direct Dispute Resolution"). If the Parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.

11.3.3. Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be conducted under the Rules of the Vienna International Arbitral Centre, by one (1) arbitrator appointed in accordance with the said Rules. The language of the proceedings shall be English. The limitation of one discovery deposition per side shall be applied by the arbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests and whether all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery. 

The arbitration will occur in Vienna, Austria, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.

The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this Agreement shall be resolved by the arbitrator. 

All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator’s award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

11.3.4. Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH THE PARTNER AND FACEUP AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

11.3.5. Injunctive Relief. Notwithstanding the above provisions, FaceUp may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

11.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth in the Agreement or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail or (iv) next business day if sent by email.

11.5. Publicity and Announcements. The Partner shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of FaceUp, except to the extent that the Partner (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement by Laws.

11.6. Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by the Partner will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect. Notwithstanding the foregoing, FaceUp reserves the right to unilaterally modify, amend, or update these Terms at any time and in its sole discretion. FaceUp shall provide Partner with written notice of any such changes at least 10 calendar days prior to the effective date of the modification. 

11.7. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. The terms of the Services described in the Agreement may be updated from time to time upon reasonable notice to the Partner to reflect process improvements or changing practices (but the modifications will not change FaceUp’s obligations for the Services already agreed on but not yet performed). 

11.8. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

11.9. Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither Party will have the power to bind the other or incur obligations on the other party’s behalf without the other Party’s prior written consent.

11.10. Export Control. In its provision of the Services, the Partner agrees to comply with all export and import laws and regulations of the applicable jurisdictions. Without limiting the foregoing, (i) the Partner represents and warrants that it is not listed on any US, UK, or EU government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a US, UK, or EU government embargo or that has been designated by the US, UK, or EU government as a "terrorist supporting" country, (ii) the Partner will not (and will not permit any of its users to) provide the Services in violation of any US, UK, or EU export embargo, prohibition or restriction, and (iii) the Partner will not submit with the Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

11.11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.