Terms of Service
Last updated: July 18, 2021
Read carefully the following terms of service, which contain the exclusive terms and conditions between ODDEX SOFTWARE CORPORATION a Candian company (401-68 Water street, Vancouver BC V6B 1A4, Canada) and you (together with the business or other entity, if any, for which you are accessing this site or any of the services, customer), regarding the provision and use of the site. You represent and warrant to Oddex Software Corporation that you have full legal authority to accept these terms of service and that you are not banned from accessing or using the site under the laws of any country.
1. Acceptance of terms
Oddex Software Corporation owns and operates this website (https://buildman.io), including all services, tools and other content and information made available here (collectively, the Site), in addition to various software testing tools, application program interfaces (APIs), business software, and other online services available via the Site (collectively, the Services). Among other things and from time to time, certain software test automation tools and other business applications are made available at The Site (including without limitation, the Services) are offered subject to acceptance without modification of all of the current terms and conditions contained herein (Terms of Service). The Terms of Service shall be deemed to include all other operating rules, policies and procedures that are referred to herein or that may otherwise be published at the Site by Oddex software corporation, as they may be revised and in effect from time to time (collectively, Policies), including without limitation, the Privacy Policy, Copyright Policy and Security Policy.
The Terms of Service are in addition to (not in lieu of) any other agreement (whether in writing or clickwrap) that you enter into with Oddex Software Corporation (now or in the future) regarding any of the Services (Primary Agreement). If there is any conflict or inconsistency between any provision of the Terms of Service and any Primary Agreement, the provision of the Primary Agreement shall control.
If you do not agree to all of the Terms of Service, or if YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, then do not access or use the site or any of the Services. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ANY ASPECT OF THE SITE OR SERVICES WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF SERVICE, WITHOUT MODIFICATION.
2. Changes
Oddex Software Corporation reserves the right, at its sole discretion, to modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. Oddex Software Corporation will use reasonable efforts to notify Customer in advance of the effective date of any material change. Change notices may be communicated by postings at the Site and/or electronic mail. In any case, Customer should periodically check the Terms of Service for changes. Continued use of the Site or any of the Services following notice of any change constitutes Customer’s acceptance of that change. The Terms of Service may not otherwise be amended, except by a written agreement executed by Customer and Oddex Software Corporation.
Oddex Software Corporation may modify or terminate operation of the Site (including without limitation, any of the Services), in whole or in part, at any time.
3. Eligibility
Customer must be at least 13 years old to visit the Site. Otherwise, Customer is prohibited from accessing, registering for or using the Site. Oddex software corporation will not collect personally identifiable information from any person that is actually known to it to be a child under the age of 13.
The Services are available only to users that can form legally binding contracts under applicable law (and in the case of individuals, who are at least 18 years old). Otherwise, Customer is prohibited from accessing, registering for or using any of the Services. If applicable, any employee of a Customer shall be deemed to be acting on behalf of the Customer at all times.
Oddex Software Corporation may refuse to offer or continue offering the Services to any person or entity and may change its eligibility criteria from time to time.
4. Registration
To sign up for the Services, Customer must register for an account on the Services (an Account). If Customer does not register, then few other parts of the Site (if any) will be available to Customer.
To register, Customer must provide Oddex Software Corporation with current, complete and accurate information, as more specifically required by the then current registration procedures. By way of illustration and not limitation, Customer may be required to specify a username, and to provide the name of an individual contact, company name, address, zip code, legitimate electronic mail address and certain additional information. In order to obtain paid Services, Customer will be required to provide valid credit card or mobile telephone account information for billing purposes. Customer shall maintain and update its Account from time to time, to ensure that it is always current, complete and accurate. Customer may apply for registration at the Site. Oddex Software Corporation may refuse to accept Customer’s application to become a registered user, in its sole discretion.
Upon acceptance, Oddex Software Corporation will provide access credentials to the Customer. Customer is solely responsible for maintaining the confidentiality of its access credentials and other account information, and will be solely liable for any and all activities under its account. Customer shall be responsible for keeping all account information up-to-date. Customer shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than the Customer without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. Customer is solely responsible for the activity that occurs on Customer’s Account, regardless of whether the activities are undertaken by the Customer, Customer’s employees or a third party (including Customer’s contractors or agents), and for keeping Account password secure. Customer may never use another person’s user account or registration information for the Services without permission. Customer must notify Oddex Software Corporation immediately of any change in Customer’s eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of Customer’s Account. Customer should never publish, distribute or post login information for his or her Account. Customer shall have the ability to delete his or her Account, either directly or through a request made to one of Oddex Software Corporation’s employees or affiliates. Oddex Software Corporation will not be liable for any loss or damage as a result of Customer’s failure to provide Oddex Software Corporation with accurate information or to keep his or her Account secure.
5. Services
Definitions. The following terms have the indicated meanings: Analytics means statistics, metrics and other analyses that are based on or derived from the Services or Results, which are developed in the aggregate with other data or results or in a manner that does not disclose Customer’s identity or source code; Customer Data means Customer registration information, and the computer programs (in source code) and other data provided by Customer, which will be stored, analyzed, processed and used by the Services; Documentation means any user instructions, help information and other documentation regarding the Services that are provided by Oddex Software Corporation to Customer in electronic or other form; Platform means the technology platform developed and/or used by Oddex Software Corporation in providing the Site and Services (including all related ideas, concepts, systems, hardware, software, interfaces, tools, utilities, content, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information); Results means the work products resulting from the Services that are delivered to Customer by Oddex Software Corporation, which are based on processing the Customer Data; Software means all software, scripts and HTML or similar codes, if any, that are provided by Oddex Software Corporation to Customer and intended by Oddex Software Corporation for Customer’s use in accessing and/or controlling the Services (such as, for example, in making queries and requesting reports).
Services. Subject to all terms and conditions in the Terms of Service, Oddex Software Corporation grants Customer (without right to sublicense) a nonexclusive, nontransferable right and license to (a) access and use the Services through a web-based interface at the Site, solely for Customer’s internal business purposes, and (b) use the Software (in executable format) and Documentation, solely in connection with Customer’s authorized access and use of the Services. Customer may make a reasonable number of copies of the Software and Documentation only for inactive backup purposes. Customer’s access and use of the Services and Software shall comply with all other conditions set forth herein, at the Site or in Customer’s order for the Services (such as, for example, any requirements regarding data formats, number of users, size limits, time limits or prohibited uses).
Customer Data. Customer hereby grants Oddex Software Corporation a nonexclusive, royalty-free, worldwide right and license to access, copy, store, process, distribute, transmit and otherwise use the Customer Data for the purposes of providing Services to the Customer and in connection with providing technical support and maintenance for the Services. Customer also hereby grants Oddex Software Corporation a nonexclusive, royalty-free, worldwide right and license to access, copy, store, process and otherwise use Customer Data in connection with (a) developing, improving, extending and testing the Platform and Services and (b) designing, developing and producing Analytics. Customer bears all responsibility and liability for the accuracy and completeness of the Customer Data and Oddex Software Corporation’s access, possession and use as permitted herein. Other than registration data, Oddex Software Corporation has not obligation to backup, retain or deliver any Customer Data.
Systems. At its sole cost and expense, Customer is responsible for providing all (a) rights, licenses and permissions necessary for Oddex Software Corporation to receive and use the Customer Data, (b) modems, servers, devices, storage, software, databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the Services from Customer’s facility and © corresponding backup, recovery, network security and maintenance services (collectively, Customer Systems). Customer shall ensure that Customer Systems are compatible with the Services and comply with all configurations and specifications described at the Site or in the Documentation.
Limitations. Oddex Software Corporation will use commercially reasonable efforts to make the Services available to Customer at all times, subject to downtimes for scheduled maintenance, upgrades, repairs and emergency outages. Oddex Software Corporation will not be responsible or liable for any failure in the Services resulting from or attributable to (a) unusually high usage volumes, (b) failures in any telecommunications services, networks or systems, © Customer’s or any third party’s negligence, acts or omissions, (d) any force majeure or other cause beyond Oddex Software Corporation’s reasonable control or (e) unauthorized access to the Site or Services, breach of firewalls or other hacking.
Support. Oddex Software Corporation will use commercially reasonable efforts to provide Customer with technical support and updates for the Services and Software in accordance with its standard practices. Oddex Software Corporation has no obligation to support any version other than the then current version. Customer agrees that Oddex Software Corporation may charge in accordance with its then current policies for any support service resulting from problems, errors or inquiries related to the Customer Data or Customer Systems.
6. Content
For purposes of these Terms of Service, the term Content includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, Content also includes all User Content (as defined below).
All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively User Content), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. Customer represents that all User Content provided by him or her is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. Customer acknowledges that all Content, including User Content, accessed by it while using the Services is at Customer’s own risk and Customer will be solely responsible for any damage or loss to it or any other party resulting therefrom. Oddex Software Corporation does not guarantee that any Content Customer accesses on or through the Services is or will continue to be accurate.
The Services may contain Content specifically provided by Oddex Software Corporation, its partners or its users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
Subject to these Terms of Service, Oddex Software Corporation grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from Oddex Software Corporation. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
By submitting any User Content to the Site, excluding privately transmitted User Content, Customer grants Oddex Software Corporation a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such User Content in connection with the Site, the Services and Oddex Software Corporation’s (and its successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after Customer’s termination of Account or the Services. Customer also hereby grants each user of the Site and/or the Services a non-exclusive, perpetual license to access any of its User Content that is available to such user on the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after Customer’s termination of its Account or the Services. By submitting any User Content to the Services other than on the Site, Customer grants Oddex Software Corporation a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, and perform such User Content solely for the purpose of providing the Services. For clarity, the foregoing licenses granted to Oddex Software Corporation and its users does not affect Customer’s other ownership or license rights in its User Content, including the right to grant additional licenses to its User Content, unless otherwise agreed in writing. Customer represents and warrants that it has all rights to grant such licenses to Oddex Software Corporation without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Some Content will be marked on the Service as “Creative Commons Content”. Creative Commons Content will be identified with a Creative Commons icon. Oddex Software Corporation hereby grants each user of the Services a license to Creative Commons Content under the Creative Commons CC BY-NC-SA 4.0 International license, available at the Creative Commons License website. You agree to abide by the terms of the Creative Commons License when using Creative Commons Content.
7. Security
Source code security Communication with your IDE to access source code is always encrypted over the wire using SSH and/or HTTPS. Buildman runs all builds in isolated sandboxes.
8. Privacy
Oddex Software Corporation’s current Privacy Policy is available at https://buildman.io/privacy-policy.html. Oddex Software Corporation will not intentionally disclose, distribute, transmit or use any Customer Data except (a) as reasonably necessary for Oddex Software Corporation (or its contractors) to perform the Services, (b) as authorized by the Customer or otherwise expressly permitted under the Terms of Service or © as required by court order, law or regulation, or if Oddex Software Corporation reasonably believes that such action is necessary to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, to protect or defend the rights or property of Oddex Software Corporation or any third party or to enforce the Terms of Service or any Primary Agreement.
Unless agreed otherwise, Customer consents to inclusion of its name and logos in customer lists that may be published as part of ’s marketing and promotional efforts.
9. Fees
Except as expressly provided below, Oddex Software Corporation and Customer are each solely responsible for its own costs and expenses related to the Site and Services.
At prices described elsewhere at the Site, Oddex Software Corporation charges fees for accessing and using certain Services, which are subject to change in Oddex Software Corporation’s sole discretion. Price changes will be made known in accordance with Section 2. If Customer elects to access or use any fee-bearing Service, Customer agrees to pay all applicable fees resulting from all use of that Service under its account, in the amounts, at the times and subject to any specified conditions. Such fees may be specified as being payable in advance or in arrears; fees may be fixed, contingent or variable (e.g., depending on usage factors); and fees may be specified on a recurring basis (e.g., subscription fees and/or usage fees, which may be payable monthly, quarterly or annually) or non-recurring basis (e.g., one-time activation fees).
Unless specified otherwise, all amounts due hereunder shall be paid upon order in US dollars, in immediately available funds by credit card or mobile telephone account, in full without set-off, counterclaim or deduction. Any amount not paid when due shall bear a late payment charge until paid at the rate of 1.0% per month or the maximum amount permitted by law, whichever is less. If any payment is past due, Oddex Software Corporation shall have the right to take whatever action it deems appropriate (including without limitation, suspending or terminating Customer’s account or its access and use of the Services). Customer agrees to reimburse Oddex Software Corporation for all reasonable costs (including attorneys’ fees) incurred in collecting payments. All payments to Oddex Software Corporation are exclusive of state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be liable for the payment of all such charges (excluding taxes based upon the Oddex Software Corporation’s net income).
10. Customer Support
The Service is provided to Customer only for its internal business purposes. Any unauthorized use of the Service is expressly prohibited (including without limitation, accessing any Service for which the Customer is not authorized, or any use not expressly permitted in the Terms of Service, such as, for example, reselling the Services). Customer is solely responsible for all acts or omissions that occur under its account, username or password, including the provision of Customer Data to Oddex Software Corporation.
Reproducing, copying or distributing any content, materials or design elements from the Site for any purpose is strictly prohibited without Oddex Software Corporation’s express prior written permission.
As a condition of use, Customer agrees that it will not use the Services for any purpose that is illegal or prohibited by the Terms of Service or any Primary Agreement, or any other purpose not reasonably intended by Oddex Software Corporation. In connection with using the Services, Customer agrees to abide by all applicable local, state, national and international laws, regulations and rules.
Without limiting the foregoing, Customer agrees not to provide any Customer Data, access or use any Service or take any action that, in any manner:
Infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any party;
Imposes an unreasonable or disproportionately large load on Oddex Software Corporation’s computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or otherwise;
Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Oddex Software Corporation or any Site Affiliate or other third party;
Creates accounts by any automated means or under false or misleading pretenses;
Harvests, scrapes or collects any information from the Site; or
Uses any script, bot or other automated means that only simulates compliance with the Terms of Service or other requirement applicable to the Services.
In addition, Customer agrees that it will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by Oddex Software Corporation in its sole discretion;
Customer knows is false, misleading, untruthful or inaccurate;
Constitutes unauthorized or unsolicited advertising;
Impersonates any person or entity, including any of Oddex Software Corporation’s employees or representatives; or
Includes anyone’s identification documents or sensitive financial information.
Oddex Software Corporation may, at its sole discretion, immediately suspend or terminate any Customer’s account or access to the Services should its conduct fail (or appear to fail) to strictly conform to any provision above.
11. Third party sites
Customer may access the Site from, and link from the Site to, other websites on the Internet that are not under Oddex Software Corporation’s control. Customer acknowledges and agrees that Oddex Software Corporation is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by Oddex Software Corporation any association with its operators. Additional or different terms and conditions may apply when Customer accesses and uses other websites.
Any dealings between Customer and any advertiser or other vendor represented at the Site (collectively, Site Affiliates), or participation in their promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between Customer and applicable Site Affiliate or other third party. Oddex Software Corporation is not responsible or liable for any part of any such dealings or promotions.
12. Propriatary rights
Customers. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Customer (and its licensors) shall own and retain all right, title and interest (including all patent rights, copyright rights, trade secret rights, trademark rights and other intellectual property and proprietary rights) in and to the Customer Data and Results.
Oddex Software Corporation. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Oddex Software Corporation (and its licensors) shall own retain all rights, title and interests (including all patent rights, copyright rights, trade secret rights, trademark rights and other intellectual property and proprietary rights) in and to the Site, Services, Platform, Software, Documentation and Analytics.
Restrictions. Customer shall not, directly or indirectly (a) use any Software or other information gained from the Site to create any software, platform or documentation that is similar to any of the Software, Platform or Documentation, (b) attempt to access any Platform component or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the Platform or (except and only to the extent these restrictions are expressly prohibited by applicable statutory law) the Software, © encumber, sublicense, distribute, transfer, rent, lease, lend or use the Software in any time-share or service bureau arrangement, (d) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify any Software or Documentation, (e) use the Software or Results, or allow the transfer, transmission, export or re-export of all or any part of the Software, Results or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction or (f) permit any third party to do any of the foregoing.
General Learning. Customer agrees that Oddex Software Corporation is free to use and disclose the Analytics and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of the Services (including without limitation, that which it could have acquired performing the same or similar services for another customer); provided, Oddex Software Corporation will not use or disclose any of Customer Data.
13. Publicity
Each Customer is permitted to state publicly that such Customer is a Customer of the Services. Each Subscriber agrees that Oddex Software Corporation may include such Customer’s name and trademarks in a list of Oddex Software Corporation customers, online or in promotional materials. Each Customer also agrees that Oddex Software Corporation may verbally reference such Customer as a Customer of the Services. Customer may opt out of the provisions in this section by e-mailing a request to hi@buildman.io.
14. Termination
Customer may stop accessing and using the Site and Services, at any time, with or without cause, with or without notice, effective immediately. Oddex Software Corporation may terminate the Site, or any of the Services, or Customer’s access thereto, in whole or in part, at any time, with or without cause, with or without notice, effective immediately. Customer may terminate its registration and account at any time by sending an email to hi@buildman.io that includes Customer’s electronic mail address and username.
Upon any termination, all rights and obligations of the parties shall cease and Customer shall immediately cease using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of the Terms of Service shall survive and (b) the provisions of Sections 11 – 20 shall survive. After termination or any continuous 6-month period of inactivity, Oddex Software Corporation has no obligation to maintain any content in Customer’s account or to forward any unread or unsent messages to Customer or any other User or third party.
15. Disclaimer of all warranties
THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE SITE AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. ODDEX SOFTWARE CORPORATION AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICES WILL BE SECURE, ERROR-FREE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; © ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED.
16. Limitations of liability
Customer agrees that Oddex Software Corporation shall not be responsible or liable for any unauthorized access, alteration or use of Customer’s account, transmissions or data, whether accomplished via the Site or Customer Systems.
IN NO EVENT SHALL Oddex Software Corporation (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER related to the SITE OR services, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), for any (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS or SERVICES, © INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) damages, IN THE AGGREGATE, in excess of Amounts PAID TO ODDEX SOFTWARE CORPORATION BY CUSTOMER DURING THE PRIOR 3-MONTH PERIOD, OR US$50.00, WHICHEVER IS GREATER, EVEN IF ODDEX SOFTWARE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
SOME COUNTRIES, STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
17. Indemification
Customer agrees to (a) defend Oddex Software Corporation and its affiliates, licensors and suppliers, and their employees, contractors, officers, directors and representatives against any action or suit by a third party that arises out of any transaction or other dealings with any other user, Site Affiliate or other third party in which Customer is involved, Customer’s use or misuse of the Service, or Customer’s breach of any of its representations, warranties or covenants under the Terms of Service or Primary Agreement and (b) indemnify the indemnitees for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of any such claim. Oddex Software Corporation reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which case Customer will provide Oddex Software Corporation with all reasonable information, cooperation and assistance to defend, compromise or settle the claim.
18. Disputes; Choice of law and forum
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Customer and Oddex Software Corporation agree that any claim or cause of action arising out of or related to the Terms of Service, Site or Services must commence within 1 year after the claim or cause of action arose; otherwise, such cause of action is permanently barred.
19. General provisions
The Terms of Service (including the Policies, and together with any Primary Agreement) are the entire agreement between Customer and Oddex Software Corporation with respect to the Site and Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Oddex Software Corporation with respect to the Services. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
Customer’s rights and obligations under the Terms of Service are personal to Customer, and are not assignable, transferable or sublicensable by Customer except with Oddex Software Corporation’s prior written consent. Oddex Software Corporation may assign, transfer, subcontract or delegate this Agreement and/or any or all of its rights and obligations hereunder without consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. The failure of either party to enforce its rights under this Agreement at any time or for any period (including without limitation, Oddex Software Corporation’s failure to enforce any use restriction) will not be construed as a waiver of such rights. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Customer acknowledges that (a) it has read and understands the Terms of Service, (b) the Terms of Service have the same force and effect as a signed agreement, © Oddex Software Corporation requires identification of the Customer before providing any Service or issuing any license and (d) neither the provision of any Service nor issuance of any license constitutes general publication of the Software or any other part of the Platform.