Log in

Terms and Conditions

Last updated: 2024-10-02

These Terms and Conditions (“T&Cs” or this “Agreement”) are a binding contract between you (“CLIENT,” “you” or “your”) and QS Information Services, Inc. d/b/a Firebrand Technologies (“FIREBRAND,” “we,” “us” or “our”), with offices located at 44 Merrimac Street, Newburyport, MA 01950 USA. In this Agreement, the CLIENT and FIREBRAND may together be referred to as the “Parties”, and each individually as a “Party."

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I have read and agree to the Terms and Conditions” BUTTON (the “Effective Date”). BY CLICKING ON THE “I have read and agree to the Terms and Conditions” BUTTON OR BY ACCESSING OR USING THE PLATFORM (as defined below) YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE T&Cs, YOU MAY NOT ACCESS OR USE THE PLATFORM.

We may revise and update the provisions of this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform (as defined in Section 1(a)) and related services thereafter. We will notify you of any changes by posting the new provisions on this page. However, any changes to Section 12(a) or other governing law or dispute resolution provisions will not apply to any disputes for which the Parties have actual notice on or before the date the change is posted. Further, if we make changes to the Agreement that materially alter your rights under the Agreement or the rules by which you must abide in order to use the Platform or related services, we will provide additional notice via email and/or a prominent notice on the Platform, and update the "Last updated" date at the top of this page. You are advised to review these T&Cs periodically for any changes. Your continued use of the Platform and any related services following the posting of revised T&Cs means that you accept and agree to the changes.

1. ACCESS, USE AND SERVICES:

  1. Subject to and conditioned on CLIENT's payment of fees and compliance with all other terms and conditions of this Agreement, FIREBRAND hereby grants CLIENT a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use FIREBRAND’s hosted Eloquence on Alert online platform at eloquenceonalert.com (the “Platform”), during the Term (as defined in Section 5(a) below) solely for CLIENT’s internal business operations by authorized users in accordance with the terms and conditions herein. Pursuant to the foregoing, FIREBRAND shall provide CLIENT access to the Platform via a CLIENT account and the necessary password(s) and access credentials.
  2. FIREBRAND will collect data about the Titles (as defined in Section 2(a) below) from the sites chosen by CLIENT from a list of potential sites provided by FIREBRAND. This data will be associated with the applicable Title and provided to CLIENT within the Platform. FIREBRAND shall be responsible for all storage, collection, and hosting costs associated with FIREBRAND’s provision of data under this Agreement.
  3. FIREBRAND warrants that it will perform the services to be provided by FIREBRAND hereunder using a commercially reasonable level of care and skill in accordance with industry standards applicable to such services.
  4. FIREBRAND reserves all rights not expressly granted to CLIENT 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 CLIENT or any third party, any intellectual property rights or other right, title, or interest in or to the Platform or any intellectual property or data provided by FIREBRAND hereunder. As between FIREBRAND and CLIENT, FIREBRAND owns all right, title, and interest, including all intellectual property rights, in and to the Platform and related services.

2. CLIENT RESPONSIBILITIES:

  1. CLIENT will select and upload metadata for products to the Platform in a format mutually agreed upon by the Parties (each such instance of metadata for a product referred to herein as a "Title”). CLIENT represents and warrants that it shall only select and upload Titles to the Platform (i) owned by CLIENT or (ii) for which CLIENT has received authorization to use as contemplated in this Agreement from the owner(s) or applicable intellectual rights holder(s).
  2. CLIENT will select the frequency of data collection for each Title in the Platform and will provide up-to-date metadata for the selected Titles to FIREBRAND in the ONIX 3 format, with updates delivered to FIREBRAND on a regular basis through the provided upload functionality or manually changed on each Title record.
  3. CLIENT shall not, and shall not permit any of its authorized users to, use the Platform or any services provided by FIREBRAND for any purposes beyond the scope of the access granted in this Agreement. CLIENT shall not at any time, directly or indirectly, and shall not permit any of its authorized users to: (i) copy, modify, or create derivative works of the Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) use the Platform or services provided by FIREBRAND in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person (as defined below), or that violates any applicable law, regulation, or rule; (v) engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by FIREBRAND, may harm FIREBRAND or users of the Platform, or expose them to liability; (vi) use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform; (vii) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious, technologically harmful or that interferes with the proper working of the Platform; or (viii) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server(s) on which the Platform is stored, or any server, computer, or database connected to the Platform, or otherwise attempt to interfere with the proper working of the Platform. As used in this Agreement, the term "person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, or any other legal, commercial or governmental entity. Without limiting FIREBRAND's other rights and remedies, if CLIENT violates this Section 2(c), FIREBRAND may immediately terminate this Agreement and CLIENT’s account and take appropriate legal action including, without limitation, referral to law enforcement for any illegal use of the Platform or other illegal activity. Furthermore, without limiting FIREBRAND’s other rights and remedies, if FIREBRAND reasonably suspects CLIENT is in violation of this Section 2(c), FIREBRAND may immediately temporarily suspend CLIENT’s account or CLIENT’s or any of its authorized users’ access to any portion or all of the Platform, pending further investigation by FIREBRAND.
  4. CLIENT shall be responsible for the content uploaded by CLIENT or uploaded on CLIENT’s behalf to the Platform. Without limiting FIREBRAND's other rights and remedies, FIREBRAND has the right to remove any content uploaded or otherwise provided by CLIENT if such content violates any person's intellectual property rights, privacy rights, or other legal rights.
  5. CLIENT is responsible and liable for all uses of the Platform resulting from access provided by CLIENT, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, CLIENT is responsible for all acts and omissions of CLIENT’s authorized users, and any act or omission by an authorized user of CLIENT that would constitute a breach of this Agreement if taken by CLIENT will be deemed a breach of this Agreement by CLIENT. CLIENT shall use reasonable efforts to make all its authorized users aware of this Agreement's provisions as applicable to such authorized user's use of the Platform and shall cause its authorized users to comply with such provisions.
  6. CLIENT hereby grants to FIREBRAND a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data (as defined below) and perform all acts with respect to the Client Data as may be necessary for FIREBRAND to provide the Platform and related services to CLIENT. CLIENT will ensure that Client Data and any CLIENT authorized user's use of Client Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. As used in this Agreement, the term “Client Data” means the Titles and any other content or data uploaded by CLIENT or on CLIENT’s behalf to the Platform.
  7. Notwithstanding anything to the contrary in this Agreement, FIREBRAND may monitor CLIENT's use of the Platform and collect and compile data and information related to CLIENT's use of the Platform to be used by FIREBRAND in an aggregated manner, including to compile statistical, usage and performance information related to the provision and operation of the Platform and related services ("Aggregated Statistics"). As between FIREBRAND and CLIENT, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by FIREBRAND. CLIENT acknowledges that FIREBRAND may compile Aggregated Statistics based on Client Data input into the Platform. CLIENT agrees that FIREBRAND may use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3. DATA COLLECTION DISCLAIMERS AND FEEDBACK:

  1. Some functions of the Platform are dependent on data provided by third parties, such as from reseller application programming interfaces (or “APIs”) as well as data collected by other means from other third party sources. The Platform can only process and analyze data that is available from such third party sources. Therefore, FIREBRAND is entitled to suspend, reduce, or otherwise modify certain aspects or functionality of the Platform from time to time if reasonably required to do so given the status of availability of data from third party sources. If such a suspension, reduction, or modification of aspects or functionality of the Platform materially impairs the CLIENT’s use of the Platform, CLIENT may, and its sole remedy shall be the right to, terminate this Agreement and its subscription upon 30 days’ written notice to FIREBRAND.
  2. While FIREBRAND makes reasonable efforts to collect data from all relevant and available third party sites on a prescribed schedule, there are instances where this is not reasonably possible for various reasons, such as, for example, such site(s) may be changed without notice. FIREBRAND makes no representations or warranties regarding the frequency of data collection or ability to collect data from any site.
  3. FIREBRAND proactively monitors data collections and makes Platform adjustments when needed. Notwithstanding the foregoing, CLIENT acknowledges that there are many factors and circumstances related to data collection from third party sources beyond FIREBRAND’s reasonable control, to which FIREBRAND can only react after FIREBRAND becomes aware of such factors or circumstances. The Parties agree that FIREBRAND will not be liable for any problems, damages, claims or other issues related to data collection from third party sources outside of FIREBRAND’s reasonable control. CLIENT may be more likely to discover some issues before FIREBRAND and, as such, FIREBRAND relies on clients to report any problems, such as if data is not displayed or showing up correctly in the Platform, by using the “Send Us Feedback” button available on the bottom of every page in the Platform. As such, promptly upon discovery, CLIENT agrees to notify FIREBRAND of any problems or other issues with the Platform via the “Send Us Feedback” button. The FIREBRAND team monitors and responds to such feedback submissions and is able to correct certain issues quickly. However, FIREBRAND makes no representations or warranties regarding whether or not or the speed at which issues or problems may be resolved.
  4. If CLIENT or any of its authorized users sends or transmits any communications or materials to FIREBRAND via the “Send Us Feedback” button or by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or FIREBRAND’s services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), FIREBRAND is free to use such Feedback irrespective of any other obligation or limitation between FIREBRAND and CLIENT governing such Feedback. All Feedback is and will be treated as non-confidential. CLIENT hereby assigns to FIREBRAND all right, title, and interest in, and FIREBRAND is free to use, without any attribution or compensation to CLIENT or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although FIREBRAND is not required to use any Feedback.

4. SECURITY AND PERSONAL INFORMATION:

  1. FIREBRAND will maintain Title data uploaded to the Platform in a database with reasonable security measures implemented that are appropriate to the nature of the data. CLIENT may remove Titles from the Platform and, when a Title is removed, all data related to that Title will be deleted from the database within 30 calendar days. CLIENT is responsible for keeping its passwords and access credentials associated with the Platform confidential.
  2. FIREBRAND shall notify CLIENT, within a commercially reasonable period of time, of any materially significant breaches that occur or of any materially significant vulnerabilities in its internal security system of which FIREBRAND becomes aware, and which relate to the Titles. If FIREBRAND becomes aware of any unauthorized or improper use of Client Data”, including without limitation the unauthorized downloading or sharing of Titles by a third party, FIREBRAND shall, within a commercially reasonable period, (a) notify CLIENT of such unauthorized or improper use, and (b) take commercially reasonable steps to halt such unauthorized or improper use.
  3. CLIENT shall be responsible for complying with all applicable laws related to the protection, privacy, and legal use of personal information (as defined below), if any, included in Client Data. CLIENT represents and warrants that it has obtained and agrees it will continue to obtain all necessary rights and consents under applicable laws to disclose or otherwise process personal information, if any, included in Client Data. As used in this section, “personal information” means information that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual.
  4. FIREBRAND complies with its privacy policy, available at firebrandtech.com/privacy-policy/ ("Privacy Policy"), in providing the Platform. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Platform, CLIENT acknowledges that it and its authorized users have reviewed and accepted FIREBRAND’s Privacy Policy, and CLIENT and its authorized users consent to all actions taken by FIREBRAND with respect to CLIENT’s and its authorized users’ information in compliance with the then-current version of FIREBRAND’s Privacy Policy.

5. TERM AND TERMINATION:

  1. The initial term of this Agreement shall commence on the Effective Date and shall continue for one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew in one (1) year increments unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
  2. During the Term, either Party may terminate this Agreement at any time for any reason or no reason by providing at least thirty (30) days written notice to the other Party.
  3. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
  4. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  5. Upon expiration or earlier termination of this Agreement, CLIENT shall immediately discontinue use of the Platform and related services. No expiration or termination will affect CLIENT’s obligation to pay all fees or other charges that may have become due before such expiration or termination, or entitle CLIENT to any refund.
  6. This Section 5(f), Sections 1(d), 3(d), 6, 8, 9, 11, and 12, and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

6. FEES AND PAYMENT:

  1. CLIENT shall pay FIREBRAND, by credit card payment or by ACH transfer pursuant to instructions provided by Firebrand, the applicable fees and any other amounts pursuant to and as described on the FIREBRAND pricing page at https://eloquenceonalert.com/registration/plan and any applicable invoices (“Fees”) within thirty (30) days from the invoice date (unless otherwise specified or mutually agreed to by the Parties) without offset or deduction. All Fees payable by CLIENT under this Agreement shall be made in US dollars and are exclusive of taxes and similar assessments. CLIENT 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 CLIENT hereunder, other than any taxes imposed on FIREBRAND's income.
  2. In the event Fees are paid via automatic payments, CLIENT authorizes FIREBRAND or FIREBRAND’s authorized payment processing service provider(s) to store CLIENT’s credit card information or other payment method and use it in connection with CLIENT’s payment of Fees. CLIENT authorizes FIREBRAND or FIREBRAND’s authorized payment processing service provider(s) to continue billing and charging CLIENT’s account for amounts owed.
  3. FIREBRAND may increase the Fees in any Renewal Term by giving CLIENT at least sixty (60) days’ notice by email prior to the increase, subject to CLIENT's rights of termination and non-renewal set forth in Section 5 above.
  4. All Fees paid under this Agreement are nonrefundable.

7. RELATIONSHIP OF THE PARTIES:

The relationship between the Parties is that of independent contractors. The Parties of this Agreement recognize that the Agreement does not create any agency, partnership, joint venture, relationship of employer/employee, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party is authorized to enter into or to commit the other into any agreements, nor shall either Party represent itself as the agent or legal representative of the other.

8. CONFIDENTIAL INFORMATION:

From time to time during the Term, FIREBRAND and CLIENT 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, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (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; (c) rightfully obtained by the receiving Party on a 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, agents, service providers or subcontractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) to comply with an order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant 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 or enforce a Party's rights under this Agreement, including to make required court filings. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving Party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

9. INDEMNIFICATION:

CLIENT shall indemnify, hold harmless, and, at FIREBRAND's option, defend FIREBRAND and FIREBRAND's officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to any third-party claim, suit, action, or proceeding ("Third-Party Claim") (a) that the Client Data, or any use of the Client Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (b) arising out of or related to CLIENT’s breach of this Agreement; or (c) based on CLIENT's or any CLIENT authorized user's negligence or willful misconduct or use of the Platform in a manner not authorized by this Agreement; provided that CLIENT may not settle any Third-Party Claim against FIREBRAND unless FIREBRAND consents to such settlement, and further provided that FIREBRAND 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.

10. WARRANTY DISCLAIMER:

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 1(c), THE PLATFORM AND RELATED SERVICES ARE PROVIDED "AS IS" AND FIREBRAND SPECIFICALLY ISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FIREBRAND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FIREBRAND MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR RELATED SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CLIENT’S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Limitations of Liability:

EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR 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 EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY'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, OR OTHERWISE EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO FIREBRAND UNDER THIS AGREEMENT. The exclusions and limitations in this Section 11 do not apply to claims pursuant to Section 8 and Section 9.

12. GENERAL TERMS:

  1. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts 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 Massachusetts. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Massachusetts in each case located in Essex County, Massachusetts, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  2. Any notices to FIREBRAND must be sent (i) via email to the following email address info@firebrandtech.com (or such other email address provided to CLIENT from FIREBRAND for purposes of sending notices to FIREBRAND); or (ii) to FIREBRAND’s corporate headquarters address available at https://firebrandtech.com/contact/ delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service. Notices to FIREBRAND are deemed given upon receipt by FIREBRAND. CLIENT hereby consents to receiving email and other electronic communications from FIREBRAND. Such electronic communications from FIREBRAND may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform, FIREBRAND’s services or this Agreement. CLIENT agrees that any notices, agreements, disclosures, or other communications that FIREBRAND sends to CLIENT electronically, including via email, will satisfy any legal communication requirements, including that such communications be in writing.
  3. CLIENT 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 FIREBRAND. Any purported assignment or delegation by CLIENT in violation of this Section will be null and void. FIREBRAND expressly reserves the right to assign this Agreement and to delegate 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.
  4. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  5. This Agreement constitutes the sole and entire agreement between 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. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
  6. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.