The below terms of service (this “Agreement”) constitute a binding legal agreement between the company or other legal entity you represent (“Customer”) and FlexbaseTechnologies, Inc, a Delaware corporation (“Flexbase”, “we”, or “us”) and govern Customer’s use of all portals, applications, APIs, and services associated with the website www.flexbase.app, any mobile or desktop application that provides or links to this Agreement, or that is otherwise provided by Flexbase relating to Customer’s invoicing, working capital management, or similar bus (collectively, the “Services”). For clarity, any legal entity that issues invoices for which Services are provided constitutes a “Customer” for purposes of this Agreement, with respect to such Services.
BY ACCEPTING THESE TERMS, YOU ARE ENTERING INTO A MUTUALLY BINDING AGREEMENT BETWEEN THE CUSTOMER AND FLEXBASE AS TO THE TERMS SET FORTH BELOW AND REPRESENT THAT YOU HAVE SUCH AUTHORITY ON BEHALF OF THE CUSTOMER. WITHOUT LIMITING THE FOREGOING, BY USING THE SERVICES, THE CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS SET FORTH BELOW, THE CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.
Flexbase may change any of the terms of this Agreement at any time, at our sole discretion. Please check periodically for updates to this Agreement so you are aware of any changes. We will notify the Customer of any changes to this Agreement that materially modify the Customer’s rights or obligations (“Material Modifications”)by e-mail to the address provided in the Customer’s account profile and/or by posting a notice in our applications. Any Material Modifications will be effective upon the Customer’s acceptance of the modified agreement, or upon the customer's continued use of the Services after we send or post a notice of the changes, whichever is earlier. Changes to this Agreement that do not materially modify the Customer’s rights or obligations will be effective immediately upon publication. However, any disputes arising under this Agreement will be resolved pursuant to the version of this Agreement in effect at the time the dispute arose.
The Parties agree as follows:
1. Definitions.
(a)“Aggregated Statistics” means data and information related to the Customer’s use of the Services that are used by Flexbase in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(b)“Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Serviceshas been purchased hereunder.
(c)“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
(d)“Documentation” meansFlexbase’s end-user documentation relating to the Services made available onFlexbase’s websites or applications from time to time.
(e)“Flexbase IP” means the services, the Documentation, and any and all intellectual property provided to customers or any Authorized User in connection with the foregoing. For the avoidance of doubt, Flexbase IP includes Aggregated Statistics and any information, data, or other content derived from Flexbase’s monitoring of customers ’ access to or use of the Services, but does not include Customer Data.
(f)“Invoice” means an invoice generated by Flexbase on behalf of the Customer as part of the Services provided hereunder.
(g)“Parties” means Flexbaseand Customer.
2. Access and Use.
(a)Provision of Access. Subject to and conditioned on the Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Flexbase hereby grants the Customer a non-exclusive, non-transferable (except in compliance with Section12(g)) right to access and use theServices during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to the Customer’s internal use. Flexbase shall provide the Customer with the necessary passwords and network links or connections to allow the Customer to access the Services.
(b)Documentation License. Subject to the terms and conditions contained in this Agreement, Flexbasehereby grants to Customer a non-exclusive, non-sublicensable, non-transferable(except in compliance with Section12(g)) license to use the documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
(c)Use Restrictions. The customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part;(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii)reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that violates any applicable law.
(d)Reservation of Rights.Flexbase reserves all rights not expressly granted to the Customer in this agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other rights, title, or interest in or to the Flexbase IP.
(e)Suspension. Notwithstanding anything to the contrary in this Agreement, Flexbase maytemporarily suspend Customer’s and any Authorized User’s access to any portionor all of the Services if: (i) Flexbase reasonably determines that (A) there isa threat or attack on any of the Flexbase IP; (B) Customer’s or any AuthorizedUser’s use of the Flexbase IP disrupts or poses a security risk to the Flexbase IP or to any other customer or vendor of Flexbase; (C) Customer, or any Authorized User, is using the Flexbase IP for fraudulent or illegal activities;(D) subject to applicable law, Customer has ceased to continue its business inthe ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E)Flexbase’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Flexbase has suspended or terminated Flexbase’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii),or (iii), a “Service Suspension”). Flexbase shall use commercially reasonable efforts to provide written notice of any Service Suspension to the Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Flexbase shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flexbase will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Flexbase may monitor the Customer’s use of the Services and collect and compile aggregated statistics. As between Flexbase and Customer, all rights, title, and interest in aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Flexbase. The customer acknowledges that Flexbase may compile Aggregated Statistics based on Customer Data input into the Services. The customer agrees that Flexbase may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
(g) Consent to Electronic Signature and Communications. You agree that submitting your application for a Flexbase Account and indicating your agreement to the terms of this Platform Agreement electronically during the application process constitutes your electronic signature to this Platform Agreement. You also agree that your electronic consent has and will have the same legal effect as a physical signature. By agreeing to the terms of the Platform Agreement, you consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as a physical signature.
3. Customer Responsibilities.
(a)General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an authorized user that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
(b)Third-Party Products. Flexbase may from time to time make Third-Party Products available to Customers. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. customer does not agree to abide by the applicable terms for any such third-Party Products, then the Customer should not install or use such Third-Party products.
4. Service Availability. Flexbase makes no representation, warranty, or covenant regarding the availability of the Services.
5. Fees and Payment.
(a)Fees. The customer shall pay Flexbase the fees (“Fees”) as set forth on the attached fee schedule(the “Fee Schedule”). No fees will be applied if no Invoices of the Customer are processed by Flexbase. Customer hereby authorizes Flexbase and any third-party partner of Flexbase that processes payments against Invoices to deduct applicable Fees from such payments. To the extent any applicable Fees are not deducted from such payments, the Customer shall pay Flexbase such Fees within 30 days of receiving a valid invoice for the same. If the Customer fails to make any payment when due, without limiting Flexbase’s other rights and remedies: (i)Flexbase may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Flexbase for all reasonable costs incurred by Flexbase in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Flexbase may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
(b)Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Flexbase’s income.
(c)Auditing Rights andRequired Records. The customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Flexbase may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveal that Customer has underpaid Flexbase with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). The customer shall pay for the costs of the audit if the audit determines that the Customer’s underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
6.ConfidentialInformation. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on the non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the confidential information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s confidential information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as any determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such ConfidentialInformation remains subject to trade secret protection under applicable law. For clarity, Invoices are Confidential Information of the Customer, provided, however, that nothing herein will restrict Flexbase from displaying or transmitting Invoices to third parties (such as clients of the Customer) as reasonably required in the ordinary course of providing the Services.
7. Intellectual PropertyOwnership; Feedback.
(a)Flexbase IP. Customer acknowledges that, as between Customer and Flexbase, Flexbase owns all right, title, and interest, including all intellectual property rights, in and to the Flexbase IP and, with respect to Third-Party Products, either Flexbaseor the applicable third-party providers own all rights, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) Customer Data. Flexbase acknowledges that, as between Flexbase and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Flexbase a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Flexbase to provide the Services to Customer, and products, services or promotions that may involve Flexbase's business partners, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data to the extent incorporated within (but not reasonably discernible from) the Aggregated Statistics.
(c)Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Flexbase by mail, email, telephone, or otherwise, suggesting or recommending changes to the Flexbase IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Flexbase is perpetually and irrevocably free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
8. Warranty Disclaimer.
(a)THE SERVICES AND THEFLEXBASE IP ARE PROVIDED “AS IS” AND FLEXBASE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FLEXBASE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FLEXBASE MAKES NO WARRANTY OF ANY KIND THAT THE FLEXBASE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER'S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, ORERROR FREE.
9. Indemnification.
(a)Flexbase Indemnification.
(i)Flexbase shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees)(“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US patents or copyrights, provided that Customer promptly notifies Flexbase in writing of the claim, cooperates with Flexbase, and allowsFlexbase sole authority to control the defense and settlement of such claim.
(ii)If such a claim is made or appears possible, Customer agrees to permit Flexbase, at Flexbase’ssole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Flexbase determines that neither alternative is reasonably available, Flexbase may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to the Customer.
(iii)This Section9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the services in combination with data, software, hardware, equipment, or technology not provided by Flexbase or authorized by Flexbase in writing; (B)modifications to the Services not made by Flexbase; (C) Customer Data; or (D)Third-Party Products.
(b)CustomerIndemnification. Customer shall indemnify, hold harmless, and, atFlexbase’s option, defend Flexbase from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third-party's intellectual property or other proprietary rights and any Third-PartyClaims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Flexbase or authorized by Flexbase in writing; or (iv) modifications to the Services not made by Flexbase, provided that Customer may not settle any Third-Party Claim against Flexbase unless Flexbase consents to such settlement, and further provided that Flexbase will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c)Sole Remedy. THIS SECTION 9 SETS FORTH THE CUSTOMER’S SOLE REMEDIES AND FLEXBASE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL FLEXBASE’S LIABILITY UNDER THIS SECTION 9EXCEED $100,000.
10. Limitations of Liability. IN NO EVENT WILL FLEXBASEBE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;(c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FLEXBASE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ORSUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FLEXBASE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO FLEXBASE UNDER THIS AGREEMENT IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100,000, WHICHEVER IS LESS.
11. Term and Termination.
(a)Term. this agreement begins on the Effective Date and can be terminated by either party upon prior written notice to the other Party. The period during which the agreement is effective is referred to herein as the “Term”.
(b)Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Flexbase IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Flexbase IP and certify in writing to the Flexbase that the Flexbase IP has been deleted or destroyed. No expiration or termination will affect the Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle the Customer to any refund.
(c)Survival. this section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Arbitration
a)In order to expedite and control the cost of disputes, Flexbase and Customer agree that any legal or equitable claim, dispute, action, or proceeding arising from or related to the Services or this Agreement (“Dispute”) will be resolved by arbitration if the Parties are unable to reach an agreement through negotiation of the dispute. This applies to all Disputes, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, even if the Dispute arises after the termination of this Agreement.
b)Exceptions to Arbitration Agreement. Despite this arbitration agreement, both Customer and Flexbase will still be able to:(a) bring an individual action in small claims court; (b) bring an individual action seeking injunctive relief in a court of law; (c) bring suit regarding intellectual property infringement, and (d) bring issues to the attention of federal, state, or local agencies, which may result in legal action.
c)Binding Arbitration. To the fullest extent permitted under law, any arbitration between Customer and Flexbase will be settled under the Federal Arbitration Act, and will be administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules in effect at the time the Dispute is filed (the“AAA Rules”), as modified by this Agreement. Information about AAA and the AAA Rules and filing process is available at http://www.adr.org/ or by contacting Flexbase. ALL DISPUTES WILL BE RESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE DECISION WILL BE FINAL EXCEPT FOR THE LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT. The arbitration will take place in San Francisco, California, and be conducted in English by one arbitrator.
d)Filing Period. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE UNDER THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR IN AN ARBITRATION PROCEEDING. The one-year period begins when the events giving rise to the Dispute first occur. If a claim is not submitted within one year, it is permanently barred. This period can only be extended with the written consent of both parties. No statutes or provisions of law that would toll or otherwise affect the time in which a party may bring a claim shall operate to extend the period limited in this Section, and any such statutes and provisions are hereby waived, to the fullest extent permitted by law.
13. Miscellaneous.
(a)Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs:(i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b)Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and delivered by email. The customer shall send Notices for Flexbase to legal@flexbase.app. Flexbase shall send Notices for Customer to the email address for Customer associated with Customer's account profile on the Services.
(c)Force Majeure. In no event shall Flexbase be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Flexbase’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of a law or any action taken by a governmental or public authority, including imposing an embargo.
(d)Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(e)Governing Law; Submission to Jurisdiction. This Agreement is governed by and will be construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
(f)Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Flexbase. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(g)Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Fee Schedule
1. No fees will be applied if no Invoices of Customers are processed by Flexbase.
2. No fees will apply during the first 3 months that the Customer receives Services.
3. After the initial 3 month period, the Customer shall pay Flexbase the following fee for each Invoice processed:
4. For clarity, additional fees may apply for Third-Party Products and payment-processing fees and costs charged by third parties (e.g., interchange).