ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX
INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, YOU
TO THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CUSTOMER
COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT CUSTOMER OR COMPANY TO THESE
AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS AND
YOU SHOULD NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SERVICES.
“Affiliates” means any entity that is controlled or under common control with Customer. For the
purposes of this Agreement, an Affiliate may mean a third-party that Customer has authorized to
operate under its Agreement.
“Agreement” means this Subscription Agreement and any Sales Orders.
“FVT” means First Vision Technologies Limited, owner of trails247.com.
“Customer Data” means data and information submitted by Customer in connection with its use of
“Customer” means the entity identified in the Sales Order(s) and its Affiliates.
“Documentation” means any written or electronic documentation, images, video or text specifying
functionality of the Software or Services that is provided or made available by FVT to Users.
“Effective Date” is the earlier of the date on each Sales Order or the date a User accepts the
“Limited Offering” means a limited quantity and/or functionality of Services for a limited term
reduced or no charge (for example, as a trial subscription or free demonstration.
“Malicious Software” means any file, script, agents or programs intended to do harm such as a
malware, Trojan horse, time bomb, worm or other similar harmful software.
“Sales Order(s)” means any order form approved by Customer and specifying the Services
among other things, the Customer, the number and type of Users, the Subscription Term and the
“Services” means the internet-based solution specified in the Sales Orders including the
Documentation and on-going maintenance and technical support for the Software.
“Software” means software provided by FVT, either by download and/or access through the
that allows the User to access any functionality in connection with the Services.
“Subscription Term” means the period that Customer has the right to use the Services specified
the Sales Order(s) including the initial term and any renewal terms.
“User” means an individual authorized by Customer to use the Services and/or Software including,
not limited to, employees, consultants, contractors and third parties whom you have supplied
specific user identification.
2) USE OF SERVICES
a) Access and Use. FVT hereby grants Customer a limited, non-exclusive, revocable,
right to access the Service and use the Software in for its internal business purposes during
Subscription Term and subject to the terms of the Sales Order(s), this Agreement and the
Documentation. Customer may not sub-license or transfer the rights granted by FVT in this
b) Subscriptions. Unless otherwise specified in a Sales Order, a) Services are purchased as
subscriptions, b) new subscriptions may be added during a Subscription Term at the same price as
underlying subscription and prorated for the portion of that Subscription Term remaining; c) any
added subscriptions will terminate on the same date as the underlying subscriptions; and d) most
subscriptions have an auto-renewal provision.
c) Usage Limits. Services are subject to usage limits specified in the Sales Order(s) and
Documentation. Unless otherwise approved in writing by FVT: a) the Services may not be accessed
more than the number of Users specified in the Sales Order(s); b) a User’s password may not be
shared with another individual; c) except as set forth in a Sales Order, a User’s identification
only be reassigned to a new individual replacing one that is no longer using the Service; d)
Customer may not exceed the allowable amount of data specified with the Services; e) Customer
not disassemble, decompile, reverse engineer (except to the extent that the reverse engineering
restriction is prohibited by law and then Customer shall provide FVT prompt written notice of
such action), copy, distribute, modify or sell Services except as expressly and unambiguously
permitted by this Agreement. If Customer violates this section, FVT shall have the right to
immediately suspend Services.
d) Availability. Services are provided as available and FVT makes no guarantee that the Services
will be available continuously. FVT shall endeavor to provide Services availability of 99.0%
measured annually. FVT reserves the rights to perform monthly maintenance activities aimed at
updating its systems with recommended patches and fixes. Planned maintenance will be limited to
Sundays between 7:00am and 7:00pm GMT. Administrative and support services will be available.
reserves the right to temporarily suspend access to the Services: a) during planned downtimes
upgrades and maintenance (reasonable notice of such downtimes will be provided to Customer); b)
during any unavailability beyond our reasonable control such as acts of God, acts of terror or
unrest; c) during technical failures beyond our control such as inability to access the internet
denial of service attacks; or d) if FVT suspects or detects Malicious Software.
e) Internet Connection. Internet connection is required for proper use of the Services. Customer
responsible for procuring and maintaining network connections that connect Users to the
including but not limited to, 'browser' software that supports protocols used by FVT. FVT is not
responsible for notifying Customer or Users of any upgrades, fixes or enhancements to any such
software or for any compromise of Customer Data transmitted across networks or
facilities that are not owned, operated or controlled by FVT.
f) Reservation of Rights. FVT and its licensors retain all right, title, and interest to all
intellectual property created, used, or provided by FVT for the purposes of this Agreement,
including, but not limited to, all Software and Documentation. FVT shall own all right, title,
interest in and to all modifications, improvements or derivatives of any part of the Services
(created by either party). Customer hereby makes all assignments necessary to provide FVT such
ownership rights. Notwithstanding anything in this Agreement to the contrary, FVT will always
any and all ownership rights in FVT’s technology. For technology advances and production
FVT reserves the right, from time to time, in its sole discretion and without incurring any
liability to Customer to: (a) discontinue or limit its provision of any Services upon ninety
days notice; (b) without materially impairing the applicable functionality, alter the
specifications, design, construction or territorial or other market scope of distribution of any
product or service; and (c) change its sales and distribution policies and practices. FVT will
cooperate with Customer to reduce any inconveniences caused by any change under this section.
g) Customer Data. Customer is solely responsible for securing and maintaining all rights needed
FVT to provide the Services. All rights, title and interest in and to Customer Data are, and
remain, the property of Customer and/or its Affiliates or Users and all intellectual property
including copyright, trademark, and trade secret rights in Customer Data are and will remain the
property of Customer and/or its Affiliates or Users. Subject to FVT’s confidentiality
Customer hereby grants to FVT throughout the term of this Agreement and after the term as
for any FVT post-termination obligations to Customer, the necessary rights or license to use
Customer Data solely as necessary for FVT to perform its obligations under this Agreement.
shall provide FVT, in the form and format and specified by FVT, all Customer data reasonably
required by FVT to provide, monitor and improve the Services. Customer agrees that FVT may use
Customer information to develop aggregated statistics and other information compiled from all
subscribers to the Service.
h) Updates. Any new or modified functionality added to the Software or Services and any updates
enhancements to the Service are subject to the terms of this Agreement. FVT reserves the right
deploy updates or enhancements at any time.
i) Feedback.If Customer provides any feedback to FVT concerning the functionality or performance
an Application (including identifying potential errors and improvements), Customer hereby
FVT all right, title, and interest in and to the feedback, and FVT is free to use the feedback
without payment or restriction.
3) CUSTOMER’S RESPONSIBILITIES
a) General. Customer is responsible for compliance with this Agreement by Users and for all
activities that occur through its use of the Services. Customer is responsible for ensuring that its
use of the Service complies with all applicable laws and regulations. Customer shall work
cooperatively to identify and resolve issues with the Services and to help improve them.
b) Customer shall: 1) maintain the confidentiality of the administrator and user logon
identifications, passwords and account information; 2) be responsible for the accuracy, quality,
integrity and legality of Customer Data and of the means by which Customer acquired it; 3) be
responsible for determining whether the Services or information generated using the Services is
sufficient for its purposes; 4) use commercially reasonable efforts to prevent unauthorized access
to Services, Software and Documentation and shall immediately notify FVT in writing of any such
unauthorized access or use; and 5) use the Software and Services only in accordance with the
Documentation. If there is unauthorized use by anyone who obtained access through Customer, Customer
will take all steps reasonably necessary to terminate the unauthorized use and will assist with any
actions taken by FVT to prevent or terminate such unauthorized use.
c) Customer shall not (by itself or through third-parties): 1) make Services available to anyone
other than Users including anyone operating as a service bureau to benefit third-parties; 2)
interfere with or disrupt the integrity or performance of the Services or any data contained
therein; 3) attempt to gain unauthorized access to Services or their related systems; 4) attempt to
decipher, decompile, reverse engineer or otherwise discover the source code of any software
associated with Services: 5) use Services to knowingly post, transmit or store any content that is
unlawful, harmful, racist, hateful, obscene or discriminatory (including Malicious Software); 6)
access any part of Services, Software or Documentation in order to build a competitive product or
service; or 7) use any of FVT’s intellectual property except as permitted under this Agreement, a
Sales Order or the Documentation. FVT has the right to immediately suspend Customer’s Service in the
event that it suspects a violation of this section, and in its sole discretion, terminate this
4) PAYMENT TERMS
a) Orders and Fees. Customer will pay all undisputed amounts specified in Sales Order(s). Sales
Orders shall include the quantity, part number, description and term for all Services provided.
Unless otherwise specified in the applicable Sales Order: 1) all amounts payable under this
Agreement are denominated in U.S. dollars and Customer will pay all such amounts in U.S. dollars; 2)
fees are based on subscriptions purchased and not actual use of the Services; 3) quantities
purchased cannot be decreased during the applicable Subscription Term; 4) purchases by Customer are
not dependent on the delivery of any future functionality. FVT will provide Customer with written
notice of any increase to Services fees at least 30 days prior to the end of any Subscription Term.
For all quotations provided, prices are applicable for 30 days or such time as specified in the
quotation. Orders are subject to credit approval and Customer agrees to submit such information as
may be reasonably required by FVT for the determination of credit terms.
b) Invoicing and Payment. The fees will be invoiced upon execution of the applicable Sales Order
and, for each renewal term, at the commencement of such renewal term. Unless otherwise specified on
the applicable Sales Order, Customer will pay all amounts due within 30 days of the date of the
applicable invoice. Fees for each renewal term are due on the first day of such renewal term. If
Customer provides FVT with credit card information, it authorizes FVT to charge such credit card for
all items on the applicable Sales Order and for any renewal term fees. Customer is responsible for
providing complete and accurate billing and contact information and promptly notifying FVT of any
changes to such information.
c) Late Payments. Any undisputed amount not paid when due will be subject to finance charges equal
to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law,
whichever is less, determined and compounded daily from the date due until the date paid. If any
undisputed amount is not paid when due, FVT may condition future subscription renewals and Sales
Orders on payment terms that are shorter than those specified in this section.
d) Taxes. Fees do not include any taxes, levies, duties or similar assessments of any nature
including value-added, sales, use or withholding taxes (the “Taxes”). Customer is responsible for
paying all Taxes under this Agreement. If FVT has the legal obligation to pay or collect Taxes under
this section, FVT will invoice Customer unless Customer provides FVT with a valid tax exemption
certificate. FVT is responsible for taxes assessed against it based on its income, property or
e) Suspension. FVT may immediately suspend Customer's account and access to the Services if (i)
Customer fails to make payment due within 10 business days after FVT has provided Customer with
written notice of such failure; (ii) Customer violates this Agreement; or (iii) if reasonably
required to prevent unauthorized access to Customer Data. Any suspension by FVT of the Services
under the preceding sentence will not relieve Customer of its payment obligations. Limited Offerings
may be terminated or suspended at any time and without notice.
5) TERM, RENEWAL AND TERMINATION
a) Subscription Term.The Subscription Term for each subscription shall be as specified in the
applicable Sales Order. Subscriptions will automatically renew for additional periods equal to the
expiring Subscription Term or for one year (whichever is shorter) unless: 1) otherwise provided on a
Sales Order; or 2) either party provides written notice of non-renewal at least 30 days prior to the
end of the relevant Subscription Term; or 3) the current subscription is a free trial, in which case
the subscription will terminate at the end of the initial term.
b) Agreement Term and Termination. This Agreement starts on the Effective Date and continues until
all subscriptions have expired unless it is terminated earlier according to this section. A party
may terminate this Agreement for cause if: 1) the other party does not cure its material breach
within 30 days of receiving written notice from the non-breaching party; or 2) the other party
becomes the subject of a petition in bankruptcy or other proceeding related to insolvency. FVT may
terminate this Agreement for cause: 1) within 10 days written notice of Customer’s failure to timely
pay undisputed amounts due under this Agreement; or 2) immediately upon Customer’s breach of Section
3 c). If this Agreement is terminated by FVT for cause, Customer will pay any unpaid fees covering
the remainder of all Subscription Terms.
c) Effect of Termination. No refunds or credits for fees due under this Agreement will be provided
by FVT if Customer terminates this Agreement prior to the end of all Subscription Terms. Following
termination this Agreement, provided Customer makes a written request to FVT within 30 days of such
termination, FVT will make Customer Data available for download and will offer assistance to
transition Customer Data at its then prevailing rates for professional services. After such 30 day
period, FVT shall have no obligation to maintain Customer Data or assist with its transition and FVT
will thereafter delete or destroy all copies of Customer Data unless legally prohibited from doing
so. Certain sections of this Agreement shall survive termination including limitations of liability,
confidentiality, payment terms and miscellaneous.
6) CONFIDENTIALITY AND SECURITY
a) Definition. “Confidential Information” means all information disclosed by or otherwise obtained
from a party (“Disclosing Party”) to or by the other party (“Receiving Party”), whether orally,
visually, or in writing, that is designated as confidential or that reasonably should be understood
to be confidential given the nature of the information and the circumstances of disclosure.
Customer’s Confidential Information includes Customer Data. FVT’s Confidential Information includes
Software, Services, Documentation and its other intellectual property. Confidential Information of
each party shall include the terms and conditions of this Agreement and each Sales Order as well as
business and marketing plans, technology and technical information, product plans and designs, and
business processes disclosed by or on behalf of such party. Confidential Information does not
include any information that: 1) is or becomes generally known to the public without breach of any
obligation owed to the Disclosing Party; 2) was known to the Receiving Party prior to its disclosure
by the Disclosing Party without breach of any obligation owed to the Disclosing Party; 3) is
received from a third party without breach of any obligation owed to the Disclosing Party; or 4) was
independently developed by the Receiving Party.
b) Protection of Confidential Information. The Receiving Party shall: 1) use the same degree of care
that it uses to protect the confidentiality of its own Confidential Information of like kind (but in
no event less than reasonable care); 2) not disclose or use any Confidential Information of the
Disclosing Party for any purpose outside the scope of this Agreement; and 3) limit access to
Confidential Information of the Disclosing Party to those of its employees, contractors, and agents
who need such access for purposes consistent with this Agreement, have been advised of its
confidential nature and the existence and importance of this Agreement and who have signed
confidentiality agreements with the Receiving Party containing protections no less stringent than
c) Disclosure of Confidential Information. All Confidential Information will remain the sole
property of the Disclosing Party and its confidentiality will be maintained and protected by the
Receiving Party with the same degree of care as the Receiving Party uses for its own confidential
and proprietary information, but in no event, less than a reasonable degree of care. The Receiving
Party will not use the Confidential Information except as necessary to fulfill its obligations or to
enhance the service experience under this Agreement, nor will it disclose such Confidential
Information to any third party during the term of this Agreement and for three years after its
termination, without the prior written consent of the Disclosing Party. The Receiving Party may
disclose Confidential Information of the Disclosing Party if it is compelled by law to do so,
provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure
(to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the
Disclosing Party wishes to contest the disclosure. Upon the request of the Disclosing Party, the
Receiving Party will collect and surrender, or confirm the destruction or non-recoverable data
erasure of, all Confidential Information and all copies thereof, regardless of form, and any such
destruction will be certified in writing to the disclosing party by an authorized officer of the
receiving party supervising such destruction. The restrictions on the use or disclosure of any
Confidential Information will not apply to any Confidential Information: (a) after it has become
generally available to the public without breach of this Agreement by the Receiving Party; (b) is
rightfully in the Receiving Party's possession prior to disclosure as evidenced by competent written
proof; (c) is independently developed by the Receiving Party without reliance on the Confidential
Information; (d) is rightfully received by the Receiving Party from a third party without a duty of
confidentiality; or (e) is disclosed under operation of law, but only to the extent of such
disclosure as required by law. If the Receiving Party is compelled by law to disclose the Disclosing
Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a
party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will
reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to
such Confidential Information.
d) Acceptable Use of Services. All products and services subject to this Agreement may be used only
for lawful purposes. Customer agrees to comply with all International, and Local laws in its use of
FVT’s solutions. In addition, Customer agrees not to use FVT’s cloud platforms to transmit (or
receive): copyrighted material or material protected by trade secret (without the permission of the
owner); obscene or threatening material; material intended to harm or that might harm minors;
material meant to harass; fraudulent material or offers; forged materials; unprotected sensitive
information or personal information or traffic using forged or misleading TCP/IP header information.
If FVT determines that Customer is in violation of this Acceptable Use Of Service, FVT will warn
Customer about the violation. If Customer does not immediately comply with this Acceptable Use
Policy, FVT may terminate this Agreement.
e) Notification of data breach. If a substantive breach of the security of any of FVT’s systems
occurs, FVT will notify in writing, within five (5) business days, of such breach. FVT will take
immediate action to prevent any further breach of its security, and such action will take place as
soon as possible after detection of such breach. FVT will then evaluate and identify further action
needed to prevent similar breaches of its security and implement such long-term solution a
reasonable period of time after detection of the breach.
7) WARRANTIES AND DISCLAIMERS
a) Warranties. Each party represents and warrants to the other that it has validly entered into this
Agreement and has the legal power to do so. FVT warrants that: 1) it shall use industry standard
safeguards to protect Customer Data; 2) the Services will perform materially in accordance with the
Documentation; 3) FVT will not materially decrease overall functionality of the Services; 4) the
Services will not infringe or otherwise violate any intellectual property rights; 5) the Software
shall be free from all liens or other encumbrances; 6) the Services shall be free of Malicious
Software; and 7) it will not any open source software in a manner that obligates Customer or FVT to
disclose, make available, offer or deliver the source code of any Software owned by or licensed to
Customer to a third party.
b) Disclaimers. Except as provided in Section 7 a), FVT and its affiliates and agents: 1) expressly
disclaim any and all warranties, whether express or implied, including but not limited to warranties
of merchantability, noninfringement, fitness for a particular purpose, title, quality, accuracy, and
any warranties arising from course of dealing, usage, or trade practice; 2) do not warrant that
access to Services will be uninterrupted, error-free or secure, or that any information, software,
or other material accessible or provided through Services is accurate, complete or free of viruses
or other harmful contents or components; 3) shall in no event be liable for any inaccuracy, error,
omission, or loss, injury or damage (including loss of data) caused in whole or in part by failures,
delays, or interruptions of Services, Software or Documentation.
8) MUTUAL INDEMNIFICATION
a) Indemnification by FVT. FVT shall defend Customer against any claim, demand, suit, or proceeding
made or brought against Customer by a third party alleging that the use of Services infringes or
misappropriates the intellectual property rights of a third party (“Claim”) and shall indemnify
Customer for any damages finally awarded against Customer; provided, that Customer: 1) promptly
gives FVT written notice of the Claim; 2) gives FVT sole control of the defense and settlement of
the Claim (provided that FVT may not settle any Claim unless the settlement unconditionally releases
Customer of all liability); and 3) provides all reasonable assistance.
b) Exclusions. FVT will have no obligation under this section for any Claim to the extent that it
arises out of or is based upon: 1) use of Services in combination with other products or services if
such infringement or misappropriation would not have arisen but for such combination; 2) use of
Services by Customer for purposes not intended or outside the scope of the license granted to
Customer; 3) Customer’s failure to use Services in accordance with instructions provided by FVT, if
the infringement or misappropriation would not have occurred but for such failure; or 4) any
modification of Services not made or authorized in writing by FVT where such infringement or
misappropriation would not have occurred absent such modification.
c) Remedy. If Customer’s use of Services is, or in FVT’s reasonable opinion is likely to become,
enjoined or materially diminished as a result of a Claim, then FVT will, at its sole option, either:
1) procure the continuing right of Customer to use the Services; 2) replace or modify Services in a
functionally equivalent manner so that it no longer infringes; or 3) terminate this Agreement and
refund to Customer all unused subscription fees paid by Customer with respect to such Services. This
section states FVT’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the
actual or alleged infringement or misappropriation of any third-party intellectual property right by
d) Indemnification by Customer. Customer shall defend FVT against any claim made or brought against
FVT by a third party alleging that Customer Data, or Customer’s use of the Services is in violation
of this Agreement, infringes or misappropriates the intellectual property rights of a third party or
violates applicable law, and shall indemnify FVT for any damages finally awarded against, and for
reasonable attorney’s fees incurred by, FVT in connection with any such claim; provided, that FVT:
1) promptly gives Customer written notice of the claim; 2) gives Customer sole control of the
defense and settlement of the claim (provided that Customer may not settle any claim unless the
settlement unconditionally release FVT of all liability); and 3) provides to Customer all reasonable
assistance, at Customer’s expense.
9) LIMITATIONS OF LIABILITY
a) Disclaimer of Indirect Damages. Notwithstanding anything to the contrary contained in this
Agreement, FVT does not have any liability towards Customer for any damages caused by: 1) the use or
inability to use any Software, Documentation or Services; 2) the cost of procurement of substitute
goods and Services; 3) accuracy of data transferred to any other software or service; or 4)
instances in which Customer Data stored or communicated through Services is accessed by third
parties through illegal or illicit means; including without limitation situations in which Customer
data is accessed through the exploitation of security gaps, weaknesses or flaws that may exist.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOST PROFITS OR REVENUES,
OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES
HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLFVTMER SHALL NOT APPLY
TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
b) Cap on Liability. EXCEPT FOR LIABILITY ARISING OUT OF SECTION 8, IN NO EVENT SHALL EITHER PARTY’S
AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT,
TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY
CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S
PAYMENT OBLIGATIONS UNDER SECTIONS 4 AND 5.
c) Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation
of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this
Agreement between the parties. This allocation is reflected in the pricing offered by FVT to
Customer and is an essential element of the basis of the bargain between the parties. Each of these
provisions is severable and independent of all other provisions of this Agreement. The limitations
in this section will apply notwithstanding the failure of essential purpose of any limited remedy in
a) Relationship. The parties are independent contractors and this Agreement does not create a
partnership, franchise, joint venture, agency or employment relationship between the parties.
b) Assignability. Neither party may assign performance of this Agreement or any of its rights or
delegate any of its duties under this Agreement without the prior written consent of the other.
Notwithstanding the preceding sentence, FVT may assign this Agreement without the other party’s
prior written consent in the case of a merger, acquisition or other change of control.
c) Notices. Except as otherwise provided herein, all notices to the parties shall be sent to the
addresses listed on the Sales Order. All notices must be made either via email, conventional mail,
or overnight courier. Notice sent via conventional mail, using registered mail, is deemed received
four business days after mailing. Notice sent via email or overnight courier is deemed received the
second day after having been sent. FVT may broadcast notices or messages through the Services or by
posting notices or messages on FVT’s web site to inform Customer of changes to the Services, or
other matters of importance.
d) Force Majeure. Except for payment obligations for Services rendered, neither party shall be
liable in damages or have the right to terminate this Agreement or any Sales Order for any delay or
default in performing hereunder if such delay or default is caused by conditions beyond its control
including but not limited to acts of god, government restrictions (including the denial or
cancellation of any export of other necessary license), wars, insurrections, and/or any other cause
beyond the reasonable control of the party whose performance is affected (including mechanical,
electronic, internet service provider, or communications failure).
e) Waiver. The waiver by either party of any breach of any provision of this Agreement does not
waive any other breach. The failure of any party to insist on strict performance of any covenant or
obligation in accordance with this Agreement will not be a waiver of such party’s right to demand
strict compliance in the future.
f) Severability. Should any term and condition hereof be declared illegal or otherwise
unenforceable, it shall be severed from the remainder of this Agreement without affecting the
enforceability of the remaining portions.
g) Governing Law. This Agreement and all matters arising out of or relating to this Agreement, shall
be governed by the laws of Ghana. Any dispute or disagreement arising out of or relating to this
Agreement shall be referred to the courts in Accra , Ghana and both parties hereto hereby
irrevocably consent to venue and personal jurisdiction in such courts.
h) Entire Agreement. This Agreement and the exhibits or attachments, if any, constitutes the entire
Agreement between the parties hereto regarding Customer’s use of Services and supersedes all prior
agreements, representations, arrangements and understandings, whether oral or written, express or
implied, with respect to the subject matter. In the event of conflict or inconsistency among the
following documents, the order of precedence is: 1) Sales Order, 2) Agreement, 3) Documentation.
These terms and conditions apply to future purchases of products and Services by Customer from FVT.
FVT may unilaterally update this Agreement from time-to-time. In the event FVT believes such change
is a materially alteration of these terms. Customer’s continued use of the Services following such
updates constitutes Customer’s acceptance of the same.