Read these terms and conditions of use of www.SXATTP.com
services carefully before using the product/service or accessing content on this website. By accessing the product/service and/or the content contained therein, you acknowledge and represent that you are an authorized user; that you have read this agreement; that you understand it; and that you agree to be bound by all its terms.
TERMS AND CONDITIONS OF USE
By using sxattp.com, you agree to all of the following terms and conditions therefore you should read it completely and thoroughly. Your use of this site constitutes your acknowledgement, understanding, and agreement to strictly abide by and be legally bound by all of these terms and conditions of use. If you do not agree with these terms and conditions of use or if you do not have the authority to enter into this agreement, then you do not have the right to use this service or the website(s) and you are prohibited from using them.
The following capitalized terms shall have the following meanings whenever used in this Agreement.
"Licensor" shall mean Time International Management Enterprises Co Ltd (TIME Co Ltd), having its registered place of business at 40/626 Thairaman Rd., Samwatawantok, Klongsamwa, Bangkok, Thailand 10510,
Worldwide Licensor and the owner
of SXA TTP (Self X Analysis Testing & Training System,
“Intellectual Property”) and website www.SXAttp.com
"Licensee" or "Master Licensee" or "Licensee" shall mean you, the individual who has completed this form on behalf of yourself or an organization for which you have the authority to bind to this Agreement. If you are entering into this Agreement on behalf of a legal entity, it shall mean all users from that entity as well.
"Test Taker" shall mean you, if you are an individual, job applicant, potential employee, or employee using the system solely for the purposes of taking online test(s) but not the individual or entity that has licensed the Service for pre-employment, retention, or similar purposes. A Test Taker shall abide by all terms and conditions as those of the Licensee except it is understood that he or she has not purchased (or is not purchasing) a license to the Service for said purposes.
"Agreement" shall mean, collectively, these terms and conditions, invoice terms and conditions, hard copy order forms, and online order forms;
"Service" shall mean the Licensor's website(s) and the online service, including offline services such as customer and technical support, SXA Training.
"Content" shall mean the audio and visual information, documents, software, products and services contained or made available to Licensee in the course of using the Service;
"Licensee Data" shall mean all data, information and material provided or submitted by Licensee to the Service in the course of using the Service;
"Intellectual Property Rights" shall mean all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"Initial Term" shall mean the initial period during which Licensee is obligated to pay for the Service equal to the billing frequency selected by Licensee during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
"Log-In Information" shall mean user names and passwords used to access the Service;
"Free Trial Subscription" shall mean a fee-free, limited-time subscription for purchase consideration only.
1.0 Grant of License
1.1 SXA TTP Products and services are delivered over printed media, the internet, telecommunications medium, publishing technology, face to face training classes and any other medium (“Licensed Materials”). SXA TTP (Self X Analysis Testing & Training Programme) is a technology based innovation in Measuring, Analysing & Diagnosing (M.A.D.) and developing human potential by Train, Fulfil & Evolve (T.F.E.) method for individuals. SXA TTP Applications are working for students, companies, entrepreneurs and governments. SXA TTP is a complete integrated solution. It measures the whole human being as he/she is on material, intellectual and spiritual levels across 34 attributes and 5 dimensions and provides a clear measurable path for lasting progress and evolution through the 3 step SXA TTP Training System which was developed after years of research and testing and used by people in more than 20 countries.
1.2 Subject to the terms of this Agreement, SXA TTP (TIME Co Ltd) grants to Licensee the non-transferable, nonexclusive right and license to remotely access and use the SXA TTP Services solely for running assessments for its prospective and current employees as permitted by this Agreement and as per the terms agreed. This license is a worldwide license, with the exception that the Licensee and users cannot access the Services from, or use the Services in, those countries to which exports are prohibited or restricted under any export control laws or regulations.
1.3 The Licensee hereby accepts the license granted for the right to use the SXA TTP services as per the Terms and Conditions stated hereafter.
- Confidential Information
As used herein, the party disclosing Confidential Information is the "Disclosing Party" and the party receiving the Confidential Information is the "Recipient".
3.0 Intellectual Property
- "Confidential Information" shall mean information, which has been labelled in writing as confidential when disclosed or, if the disclosure is made orally or in a presentation, the information will be identified as confidential at the time of disclosure and the Disclosing Party will promptly provide the Recipient a written summary of the confidential information within thirty (30) days. For purposes of this Agreement, "Confidential Information" shall also include the following information belonging to each party: any information, technical data or know-how including, but not limited to, that which comprises or relates to the other party's confidential and proprietary trade secrets, hardware, software (source code and object code), screens, firmware, specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, proprietary or third party content, customer names and other information related to customers, price lists, pricing policies and financial information or other business and/or technical information and materials, in oral, demonstrative, written, electronic, graphic or machine-readable form and any analyses, compilations, studies or documents. In all events, SXA TTP Materials shall be deemed to be the Confidential Information of SXA TTP or its third party licensors, to the extent the same is not in the public domain.
- During the term of this Agreement, and for a period of five (5) years from the date of termination hereof and the return of Confidential Information to the Disclosing Party, the Recipient agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the Disclosing Party's Confidential Information as it would be its own confidential information of like kind, but in any case using reasonable care.
- Each party agrees, at all times, to use all reasonable efforts, but in any case no less than the efforts that each party uses in the protection of its own Confidential Information of like value to protect Confidential Information belonging to the other party. Each party agrees to restrict access to the other party's Confidential Information only to those employees or consultants, who (i) require access in the course of their assigned duties and responsibilities, and (ii) are bound by obligations of nondisclosure no less restrictive than those set forth in this Section.
- Nothing in this Agreement shall be construed to convey any title or ownership rights to the Confidential Information of the Disclosing Party or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in the Confidential Information to the Recipient.
- Without granting any right or license, the obligations of the parties under this Section shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the Recipient; (ii) is independently developed by the Recipient without use of the Disclosing Party's Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality to the receiving party; or (iv) is already known by the Recipient without any obligation of confidentiality prior to obtaining the Confidential Information from the Disclosing Party.
- The Recipient shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government provided that notice is promptly given to the Disclosing Party so that a protective order may be sought and other efforts employed to minimize the required disclosure. The Recipient shall cooperate with the Disclosing Party in seeking the protective order and engaging in such other efforts.
- Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the Disclosing Party imminent irreparable injury and that the Disclosing Party shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfil its obligations under this Section.
4.0 Licensed Materials
- The Licensee acknowledges that the trade name and mark of SXA TTP are the Intellectual Property of Licensor.
- The Licensee acknowledges that the copyright and title to the Licensed Materials remain with Time International Management Enterprises or its assigns. The Licensee shall have no right, title or interest in the Licensed Materials except as expressly set forth in this Agreement.
- The Licensee shall have the right to use the Intellectual Property during the Term in accordance to the manner and quality as laid out in the service guidelines which is subject to change from time to time at the discretion of the Licensor.
- Reservation of Rights. By signing this Agreement, Licensee irrevocably acknowledges that Licensee has no ownership interest in the SXA TTP Materials. SXA TTP shall own all right, title, and interest in such SXA TTP Materials, subject to any limitations associated with intellectual property rights of third parties. All the Content may only be used solely as a part and for the duration of the Service, in accordance with the terms of this Agreement. SXA TTP or its licensors owns all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the Site and Service (including, but not limited to the Content, reports, data generated by the Site/Services), as well as any improvements, design contributions or derivative works conceived or created by either party in or to the Service, including the know-how, techniques, or procedures acquired or used by SXA TTP in the performance of Services hereunder. SXA TTP reserves all rights not specifically granted herein. This provision does not grant SXA TTP with ownership of Licensee IP as defined above. Licensee shall not remove notices and notations on the Site or in the Service that refer to copyrights, trademark rights, patent rights and other intellectual property rights.
- To the extent that Services to be provided herein involve SXA TTP’s use of Licensee's trademarks, service marks, trade names, or other intellectual property and content (the "Licensee IP"), Licensee hereby permits SXA TTP to use Licensee IP solely in connection with such listing and list Licensee in its general list of customers. SXA TTP shall comply with Licensee's guidelines regarding use of Licensee IP.
4.1 Licensor shall provide the Licensed Materials to the Licensee through any medium of transfer including but not limited to electronic transfer, transfer through media, file download, FTP etc. to Licensee and Authorized Users.
4.2 Authorized Users are as designated by Licensee.
4.3 Except as specifically provided elsewhere in this agreement, Licensee shall not knowingly permit anyone other than the Authorized Users to use the Licensed Materials.
4.4 Licensee may make use of the Licensed Materials as is consistent with the proper usage for purposes of prospective and current employee assessments, that is, the Licensee is allowed to print, copy and display the Licensed Materials in connection with their recruitment process.
4.5 Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission or approval of the Licensor.
4.6 Licensee may not remove, obscure or modify any copyright or Intellectual Property included in the Licensed Materials.
4.7 Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form except as specifically stated in this agreement.
5.0 Privacy of Personal Data
. Licensor reserves the right to modify its policies in its reasonable discretion from time to time. Licensees may opt out of receiving marketing communications by changing their preference in their Personal Setup or by sending an "unsubscribe" request email to email@example.com. Due to the nature of online subscription services, Licensor occasionally may need to notify all users of the Service (whether or not they have opted out) of important announcements regarding the Service.
- The Site may contain links to external web sites and information provided on such external websites by SXA TTP partners and third-party service providers. SXA TTP shall not be responsible for the contents of any linked web site, or any changes or updates to such sites. Licensee further agrees that TIME Co Ltd shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Licensee use of or reliance on any content, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.
- If Licensee is granted a license under this Agreement to a free (no fee) version of the Service, to the extent permitted by applicable law, Licensee agrees that (i) TIME Co Ltd has no obligation to provide any particular service level or support services, and (ii) TIME Co Ltd may cease providing the Service at any time without notice. This Article supersedes any conflicting term of this Agreement.
- TIME Co Ltd will provide support for the Service as described in this agreement, enabling the cloud based Services platform to enable Licensee to start using the SXA TTP services for assessments of prospective and current employees in reasonable time, creating a Licensee account on the SXA TTP Site and using reasonable commercial efforts to ensure that all the Licensee permitted users are able to take up the assessments without unreasonable errors.
- SXA TTP will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Service, and Licensee shall comply with the applicable SXA TTP security guidelines and procedures made known to Licensee through the Service or otherwise. However, SXA TTP does not control the transfer of data, including but not limited to Licensee Data, over telecommunications facilities, including the Internet, and SXA TTP does not warrant secure operation of the Service or that such security technologies will be able to prevent third party disruptions of the Service.
- TIME Co Ltd shall have the right to use third parties (the "Subcontractors") in performance of its obligations and Services hereunder. Should TIME Co Ltd use any Subcontractors in performance of its obligations and Services, TIME Co Ltd shall be fully responsible to Licensee for the acts and omissions of its Subcontractors as it is for TIME Co Ltd's own acts and omissions. Nothing contained in this Agreement shall create any contractual relationship between any Subcontractor and Licensee.
- Use of the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes are prohibited.
- Note on SXA TTP Tests & Reports: The interpretations, analytical information contained in our STI Reports, SXA Complete Reflection Reports (CRR) should be viewed as a source of hypotheses about the individual/ group being evaluated. No decisions should be based solely on the information contained in these reports. Any interpretation of our reports should be taken into account along with all relevant inputs such as actual experience, skills, interests, abilities, the market being addressed and product being sold. This material should be integrated with all other sources of information in reaching professional decisions about an individual. Our reports are confidential and intended for use by qualified professionals only. The Licensor, SXA TTP and TIME Co Ltd is not responsible for any hiring decisions made using this assessment as the sole decision-making criterion.
- Licensee’s Obligations
7.1 Licensee is responsible for all its activity occurring under this License.
Licensee shall not use the Service for employees or candidates for any third-party organizations without Licensor's express written consent and permission.
Licensee shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service.
Licensee indemnifies Licensor against Licensee's misuse or abuse of the Service.
Licensee shall notify Licensor immediately of any unauthorized use or any known or suspected breach of security, notify Licensor immediately, and use all reasonable efforts to stop any known or suspected copying or distribution of Content.
Licensee shall not allow an unauthorized third party to gain access to the Service.
Licensee shall keep all Log-In Information confidential, and it may only be used by Licensee.
Licensee shall not:
License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or the Content available to any third party in any way;
Modify or make derivative works based upon the Service or the Content;
Create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
Reverse engineer or access the Service in order to
Build a competitive product or service,
Build a product using similar ideas, features, functions or graphics of the Service, or
Copy any ideas, features, functions or graphics of the Service.
Send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
Interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
Attempt to gain unauthorized access to the Service or its related systems or networks.
Use the Service for pre-employment purposes or new employee or applicant screening during the Free Trial period or at any time prior to a purchase of the Service, unless it shall have the express written consent and permission of Licensor.
7.2 Payment of Fees
Licensee shall pay all fees and invoices immediately 'on receipt,' in accordance with Licensor's payment terms as agreed
. All payment obligations are non-cancellable and all amounts paid are non-refundable. Licensor reserves the right to modify its fees and to introduce new charges at any time, upon at least 30 days prior notice to Licensee, which notice may be provided by e-mail. Licensor charges and collects in advance for use of the Service. Licensor's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties. This provision does not apply to TIME Co Ltd's income taxes, or any taxes for which Licensee is exempt, provided Licensee has furnished TIME Co Ltd with a valid tax exemption certificate to its satisfaction. All pricing terms are confidential, and shall not be disclosed to any third parties, unless available on the website for public consumption.
Licensor reserves the right to suspend or terminate this Agreement and Licensee access to the Service in the event that the account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% (prorated for partial periods) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Licensee will continue to be charged for during any period of suspension. If Licensee or Licensor initiates termination of this Agreement, Licensee will be obligated to pay the balance due on Licensee's account. Licensee agrees that Licensor may bill Licensee for such unpaid fees.
Licensee agrees to provide Licensor with complete and accurate billing and contact information. This information shall include Licensee's legal entity name, street address, e-mail address, and name and telephone number of an authorized billing contact. Licensee agrees to update this information within thirty days of any changes.
Licensor reserves the right to impose a reinstatement fee in the event Licensee are suspended and thereafter request access to the Service. Licensee agrees and acknowledge that Licensor has no obligation to retain Licensee Data and that such Licensee Data may be irretrievably deleted if Licensee's account is 30 days or more delinquent.
Licensee shall not be required to pay fees for Free Trial Subscriptions, however Free Trial Subscriptions may be terminated by Licensor at any time and at Licensor's sole discretion.
The Licensee warrants and represents that he or she has both the right and authority to enter into this Agreement. In the event that the Licensee does not have the right or authority to enter its organization into this Agreement, then Licensee hereby personally accepts full financial liability and legal responsibility of payment for this Agreement.
7.3 Notice of License Terms to Authorized Users
Licensee shall ensure that all Authorized Users agree to the terms and conditions of use granted under this Agreement including, in particular, any limitations of use or abuse of the Licensed Intellectual property Materials.
7.4 Protection from Unauthorized Use
Licensee shall use reasonable efforts to inform Authorized Users of the restrictions on use of the Licensed Materials. In the event of any unauthorized use of the Licensed Materials by an Authorized User, (a) Licensor may terminate such Authorized User's access to the Licensed Materials, (b) Licensor may terminate the access of the Internet Protocol ("IP") address(es) from which such unauthorized use occurred, and/or (c) Licensee may terminate such Authorized User's access to the Licensed Materials upon Licensor's request.
7.5 Confidentiality of Access Passwords
Where access to the Licensed Materials is to be controlled by use of passwords, Licensee shall use reasonable efforts to ensure that Authorized Users do not divulge their numbers and passwords to any third party.
7.6 Non-contravention Obligations
(a) Licensee acknowledges and agrees that it, including its employees, affiliates and partners, will not during the Term or for two years upon termination of this Agreement:
(i) promote, participate in, finance, operate or engage in business (whether on its own account or in partnership or by joint-venture) which is the same or similar to the Licensed Business (“Restrained Business”); or
(ii) be concerned or interested in a business or businesses (directly or indirectly, or through any interposed body corporate, trust, principal, agent, shareholder, beneficiary, or as an independent contractor, consultant or in any other capacity or pretence) in the Restrained Business.
(b) In the event of non-compliance of this condition, the Licensor shall have the right to claim for pecuniary compensation, not withstanding other rights, from the Licensee, its affiliates, partners, etc computed at twenty (20) per cent of the Gross Revenue of the Restrained Business or Businesses.
7.7 Using SXA TTP Services
When using the Service, Licensee shall not, and shall ensure that its affiliates and users do not: (a) copy, translate, decompile, reverse-engineer or otherwise modify any parts of the Service (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual property rights of any entity; (d) interfere with or disrupt the SXA TTP software, the SXA TTP systems used to host the Service, other equipment or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service (e) use the Service in the operation of a service bureau or time-sharing service; (f) circumvent the user authentication or security of the Site or Service or any host, network, or account related thereto; (g) use any application programming interface to access the Service other than those made available by TIME Co Ltd; (h) mirror the Service on any server without prior approval from TIME Co Ltd;; (i) make any use of the Service that violates any applicable local, state, national, international or foreign law; or (j) fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure of the Service, or (k) except for licenses provided to users as permitted in this Agreement, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, Licensee for access to the Service.
This Agreement commences upon the first use of the Service by the Licensee. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Licensor's then current fees as long as neither party provides notice 60 days prior to the end of the then current term of their intention not to renew the agreement.
- In the event that either party believes that the other has breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have 30 days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the time period, the non-breaching party shall have the right to terminate the Agreement without further notice.
b) Upon the mutual agreement of the Parties herein.
c) Upon 120 days notice by either party. All outstanding orders received prior to termination shall be fulfilled in accordance to this agreement.
Any herein described termination shall be without prejudice to the rights and remedies of the party giving such notice provided for hereunder or under the applicable laws.
d)Upon Termination of this Agreement in accordance with Clause 9(a) above, the Licensee shall:
(i) return all original and copies of the Licensed Materials, in whatever format, to the Licensor within 30 days of termination date;
(ii) make settlement of all monies due to the Licensor within 30 days of the termination date.
e) In the event of early termination permitted by this Agreement, the Licensee shall not be entitled to a refund of any fees or pro-rata portion thereof paid by the Licensee for any remaining period of the Agreement from the date of termination.
f) TERMINATION FOR CAUSE
Any breach of Licensee's payment obligations or unauthorized use of Licensor's Service shall be deemed a material breach of this Agreement. The unauthorized use of any Log-In Information, either with or without Licensee's knowledge, shall be deemed a breach of this Agreement, and may constitute a violation of Licensee's copyrights. User is responsible for maintaining the security and confidentiality of all Log-In Information, and for preventing access to the Product and/or the Content by unauthorized persons. Unauthorized access to or use of the Product and/or the Content by someone using User's Log-In information may be attributed to User. Licensor, in its sole discretion, may terminate Licensee's password, account or use of the Service if Licensee breaches or otherwise fails to comply with this Agreement. In addition, Licensor may terminate a free account at any time in its sole discretion. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data, if Licensee has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Subject to the Limitations set forth elsewhere in this Agreement, the Licensor warrants that it has the right to license the rights granted under this Agreement to use the Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. The Licensor shall indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement.
11.0 Limitations on Warranties
11.1 Notwithstanding anything else in this Agreement neither party shall be liable for any
indirect, special, incidental, punitive or consequential damages, including but not limited to
loss of data, business interruption, or loss of profits, arising out of the use of or the inability
to use the Licensed Materials.
11.2 Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.
TIME Co Ltd shall have no liability under this Section unless: (i) Licensee timely notifies TIME Co Ltd in writing after Licensee becomes aware of a claim; and (ii) TIME Co Ltd has sole control of the settlement, compromise, negotiation, and defense of any such action; and (iii) Licensee cooperates, in good faith, in the defense of any such legal action.
DISCLAIMER OF WARRANTIES
Licensor and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. licensor and its licensors do not represent or warrant that:
The use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data,
The service will meet licensee requirements or expectations,
Any stored data will be accurate or reliable,
The quality of any products, services, information, or other material purchased or obtained by licensee through the service will meet licensee's requirements or expectations,
Errors or defects will be corrected, or
The service or the server(s) that make the service available are free of viruses or other harmful components. the service and all content is provided to licensee strictly on an "as is" basis. all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by licensor and its licensors.
In no event shall licensor, its affiliates or content providers be liable for any direct, indirect, special, incidental, punitive or consequential damages arising out of or related to the use, inability to use, authorized use, performance or non performance of this site, even if licensor was previously advised of the possibility of such damages and regardless of whether such damages arise in contract, tort, under statute, in equity, at law or otherwise.
Licensor shall not be liable for any delay occasioned by an act of god or the public enemy, or; by riot, insurrection, strikes, labor disputes, or any failure or delay by any internet service provider, internet content delivery service or agency for any act, delay, or omission due to their negligence.
Licensor's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. licensor shall not be responsible for any delays, delivery failures, loss of data, or other damage resulting from such problems.
LIMITATION OF LIABILITY
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from licensee in the six (6) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
Compliance with Laws.
Both parties agree to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.
13.0 Assignment and Transfer
The Licensor may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the Licensee. However, the Licensee shall not assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the Licensor.
14.0 Governing Law
This agreement shall be governed and interpreted by the laws of the Thailand.
15.0 Dispute Resolution
15.1 In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.
15.2 Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.
15.3 All documents, materials, and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.
15.4 The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under prevailing arbitration law.
16.0 Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement 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, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
17.0 Entire Agreement
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
20.0 Waiver of Contractual Right
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within seven days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party