These Terms & Conditions (this “Agreement”) is made between Tractica and you, or, if you have stated in connection with entering into this Agreement that you represent an entity or other organization, that entity or organization (in either case “You”).
Tractica provides market research and business intelligence reports and products (“Reports”) as well as other types of content and services (“Services”) through the web site located at www.tractica.com and through other sites operated by Tractica (collectively, the “Site”). All access to and use of the Site and all Reports and Services is subject to the terms of this Agreement.
If You have placed or later place an order with Tractica or through a third party affiliate (whether in the form of an online order submitted through the Site, by way of email, phone or otherwise, an “Order”) seeking to access and use certain portions of the Site or to obtain any Reports or Services, and if Tractica accepts that Order, then Your access to and use of the Site and any Reports or Services is also subject to the terms of that Order. This Agreement provides the terms and conditions under which Tractica is willing to accept Your Order and grant You the right to access the portions of the Site or Reports or Services subject to that Order.
Unless or until you have specifically agreed to a separate agreement with Tractica regarding any other reports or services, this Agreement will also govern Your access to and use of any such reports or services generated or provided by Tractica (and any such other reports or services will be included within the “Reports” and “Services,” respectively, for purposes of this Agreement).
- DEFINITIONS. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.
- ELIGIBILITY. The Site and all Reports, and Services are available only to individuals 18 years of age and older who meet all of the qualifications included in this Agreement. By accessing or using the Site or any Reports or Services, You represent that You are at least 18 and meet all such qualifications. You may access and use the Site and the Reports, and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You are required to agree to before being given access to any specific areas of the Site or to any Reports or Services (any such additional agreements are in addition to this Agreement and will govern your use of the portions of the Site or any Reports or Services to which those additional agreements apply in the event of a conflict between the terms of this Agreement and those additional agreements).
- MODIFICATIONS. Tractica reserves the right, at any time, to modify, suspend, or discontinue access to the Site or any Reports or Services (or any portion thereof). Tractica may modify the terms of this Agreement by making such modifications available on the Site or by providing other notice to You. Any modification will be effective immediately upon posting on the Site or such other notice. As applicable, You will be deemed to have agreed to such modification through Your continued use of the Site or Reports or Services through the Site.
- ORDERS AND CONFIRMATIONS. All Orders placed by You for any Reports or Services will be governed by the terms of this Agreement. Tractica will confirm Your Order either through the Site at the time you submit Your Order or by providing You with access to the Reports or Services specified in Your Order (each, a “Confirmation”). If the terms of any Order conflict with the terms of any Confirmation of that Order, the terms of the Confirmation will govern and control with respect to the Reports or Services provided to You. This Agreement will govern and control the terms of each Order and Confirmation under this Agreement. By accessing or using any Report or any of the Services, You agree to be bound by the terms of this Agreement and each applicable Order and Confirmation with respect to that Report or those Services.
- ACCESS TO THE SITE AND SERVICES.5.1 Access. Tractica provides You with the limited right to access and use the Site and Services subject to the Confirmations provided by Tractica under this Agreement. All such access and use will be solely for Your own use in connection with your own business purposes and at all times in accordance with the terms of this Agreement. Your rights to access and use the Site and Services are personal, non-exclusive, non-transferable and non-sublicensable.5.2 Accounts and Users. In addition to the publicly accessible portions of the Site, following issuance of a Confirmation by Tractica, You will be permitted to access the Site and Services through an account on the Site (Your “Account”). If You are an organization, you may allow designated employees within Your organization to access the Site and Services through Your Account (each such individual, as applicable, a “User” of Your Account). If You are an individual, then you may access the Site and Services through Your Account as the sole User of that Account. You (and if you are an organization, each User) will be provided with a user identification and will select a password (each such user identification and password, a “User ID”). Each User ID is personal in nature and may be used only by You or, if You are an organization, by the applicable User. You will not allow any access to or use of Your Account by anyone other than Your authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.
- RESPONSIBILITY FOR USER ACTIONS. You are solely responsible for all use of the Site and Services through Your Account, for the actions of each User of Your Account, and for compliance by each User with the applicable terms of this Agreement. You will notify Tractica immediately if any User ID is lost, stolen or otherwise compromised. You acknowledge that You are fully responsible for all costs, fees, liabilities or damages incurred, and material transferred, stored, modified or shared through use of each User ID (whether lawful or unlawful). Any Services or Reports ordered or transactions completed through Your Account under any User ID will be deemed to have been lawfully completed by You.
- REPORTS. You may not access or utilize any Reports, or any data, information, or other content (“Content”) included in any Report, except as expressly permitted in this Agreement. All rights in or to any Reports, or any Content, not expressly stated in this Agreement are reserved by Tractica.6.1 Basic Access. If a Confirmation under this Agreement specifies that You have purchased “Basic” access to a Report, then during the term of this Agreement, and conditioned on Your compliance with the terms of this Agreement, Tractica will provide You and, if You have entered this Agreement on behalf of an entity or other organization, one to five current employees of that entity or other organization stated on the Confirmation, with a limited, personal, non-transferable, non-sublicensable, and non-exclusive right to access the Report. All access to the Report (and any Content) will be solely for Your own internal business purposes (or, if You have entered this Agreement on behalf of an entity or other organization, the internal business purposes of that entity or other organization) in accordance with the terms and conditions of this Agreement. You will have no right to modify the Report but may make excerpts of each Report and may make copies of each Report or any such excerpts, provided that all such excerpts and copies are used solely in accordance with the terms and conditions of this Agreement. As applicable, Your subsidiaries and affiliates may not have access to the Reports without entering into a separate agreement or order with Tractica.6.2 Enterprise Access. If a Confirmation under this Agreement specifies that You have purchased “Enterprise” access to a Report, then during the term of this Agreement, and conditioned on Your compliance with the terms of this Agreement, Tractica will provide You and, if You have entered this Agreement on behalf of an entity or other organization, all of Your current employees of that entity or other organization, with the limited, personal, non-transferable, non-sublicensable, and non-exclusive right to access to the Report. All access to the Report (and any Content) will be solely for Your own internal business purposes (or, if You have entered this Agreement on behalf of an entity or other organization, the internal business purposes of that entity or other organization) in accordance with the terms and conditions of this Agreement. You will have no right to modify the Report but may make excerpts of each Report and may make copies of each Report or any such excerpts, provided that all such excerpts and copies are used solely in accordance with the terms and conditions of this Agreement. As applicable, Your subsidiaries and affiliates may not have access to the Reports without entering into a separate agreement or order with Tractica.
- ADDITIONAL SERVICES. As may be set forth in any Confirmation under this Agreement, or upon Your written request and agreement by Tractica, Tractica will provide You with additional advisory, support, consulting, or other professional services or service packages relating to any Report. All such additional services will be charged to (and payable by) You at the applicable fees or rates set forth in the Confirmation applicable to those services (or the other agreement by Tractica to perform those services). If not set forth in the applicable Confirmation, or otherwise in the agreement to perform those services, all such services will be performed at Tractica’s then-current rates for such services. Any such additional services will become part of the “Services” for purposes of this Agreement.
- THIRD-PARTY SERVICES. The Services may include services or functionality developed, provided, or maintained by third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement separate from this Agreement that You may enter into (or may have entered into) relating to those Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third Party Services will be subject to the terms of this Agreement. Third Party Services may be subject to additional fees as set forth on the Site. Notwithstanding the terms of any Third Party Services Agreement, Tractica may change, modify, replace or discontinue any Third Party Service at any time and without notice to You. Except as expressly set forth in this Agreement or any Third Party Service Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Services.
- RESTRICTIONS. You acknowledge that the Site and all Services and Reports, the systems, algorithms, methodologies, databases, software, and other technology used by Tractica to operate the Site and provide the Reports and Services, and the structure, organization, selection, coordination and arrangement of any Content included therein (collectively, the “Technology”), constitute valuable trade secrets of Tractica. You will not, and will not allow any third party to: (1) access or use the Site or any Report or Services, in whole or in part, except as expressly provided in this Agreement; (2) use the Site or any Report or Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Services; (3) use automated scripts to collect information from or otherwise interact with the Site or Services; (4) modify, translate, reproduce, publically display, or create derivative or collective works comprising the Site or any Reports or Content in any form or format, except for the copies and excerpts expressly permitted by this Agreement; (5) combine or merge any Report or Content with any other data, information, or content not provided by Tractica, provided that excerpts of Reports may be displayed with Your data, information, or content solely for Your own internal business purposes; (6) reverse engineer or otherwise attempt to derive the nature of the Technology or the operation of the Site or any Services; (7) publish, transmit, distribute, disclose, sublicense, rent, lease, loan or otherwise provide any Report or Service, or Content to any third party; (8) alter, obscure or remove any copyright, trademark, or other notice provided on the Site or in connection with any Report or Service; or (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site or any Report or Service; or (10) interfere in any manner with the operation or hosting of, or attempt to gain unauthorized access to, the Site or any Report or Service.. If You would like to publish, cite to, or distribute any Report, You must contact Tractica and obtain express permission for such action from Tractica.
- CONFIDENTIALITY. All Reports and Content, all Technology, and any information disclosed or made available by Tractica under this Agreement that relates to Tractica or to the preparation, provision or receipt of any Reports or Content, are and will remain the “Confidential Information” of Tractica. You will not use or disclose any Confidential Information for any purpose not expressly permitted by this Agreement. You will protect the Confidential Information from unauthorized use, access or disclosure in the same manner as You protect Your own most confidential or proprietary information but with no less than reasonable care. You will ensure that all individuals receiving any Confidential Information are under a duty of confidentiality no less restrictive than Your obligations under this Agreement. As a limited exception to the foregoing, Your obligations with respect to any Confidential Information will terminate if such Confidential Information is, or through no fault of Your own becomes, generally available and known to the public. In addition, You may disclose Confidential Information as strictly required by law or by the order of a court of similar judicial or administrative body having jurisdiction over You, provided that You notify Tractica in advance of such required disclosure and cooperates with Tractica in contesting or limiting the scope of such required disclosure.
- OWNERSHIP. Tractica retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Site, all Services and Reports, all Content and Technology therein, and any additions, improvements, updates or modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing. The Tractica name, logo, and the names associated with the Site and all Services and Reports are trademarks of Tractica or third parties, and no right or license is granted to You to use them separate from the rights expressly granted to you under this Agreement. For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting Content, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in data and databases, and contract rights.
- FEES AND PAYMENT. All fees are as set forth on the Site and in each applicable Order and Confirmation. You agree to pay Tractica all fees as set forth on the Site and in each Order or Confirmation. You also agree to pay Tractica all other fees incurred through Your Account (whether by You or by any User or other individual accessing or using Your Account). Unless otherwise stated in the Order or Confirmation, all such fees are due and payable by You when the Report or Services to which those fees relate is first made available to You. Tractica will have no obligation to provide any further Reports or Services if You have failed to pay any fees under this Agreement when due. If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant Tractica the right to charge the credit card or debit the bank account provided to Tractica for all Fees incurred under this Agreement. Any Fees (invoiced or otherwise) that are not paid as of the due date will accrue interest at 1.5% per month (or the highest amount allowed by law) until paid. Tractica may change any portion of the Fees by posting the changes to the Site or otherwise notifying You of the change, such changes to take effect at the beginning of the next period of this Agreement. All fees are non-refundable once paid to Tractica (including upon any termination or suspension of this Agreement). All fees are exclusive of any use, sales, and other taxes imposed on any transactions under this Agreement, which will be paid by You.
- TERMINATION. This Agreement will begin on the Effective Date and will continue for an initial period of 24 months from the Effective Date or such other period as is set forth in the applicable Confirmation when You establish Your Account. Unless earlier terminated as set forth in this Section, this Agreement will continue to renew for successive additional 12 month periods unless either party provides the other party with written notice of its intent not to renew this Agreement at least 60 days prior to the end of the then-current period. This Agreement may be terminated at any time, in Tractica’s sole discretion, if You breach this Agreement and fail to cure such breach within 10 days of first becoming aware of such breach. Without limiting Tractica’s right to terminate this Agreement, Tractica may also suspend Your access to the Site or Services, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Tractica to be inappropriate or detrimental to the Site, Services, Tractica , or any other Tractica customer or user. You may terminate this Agreement at any time by providing notice of termination to Tractica and permanently deleting or destroying all Reports, Content, User IDs, and other Confidential Information in Your possession or control, including all copies thereof. You will promptly notify Tractica of any actual, potential, or suspected breach of this Agreement. Upon termination: (1) all rights granted to You under this Agreement will immediately cease; (2) You (and all Your Users) will immediately cease all use of and access to the Site and all Reports and Services; (3) all Fees then owed by You will become immediately due and payable; and (3) You will end all access to and utilization of, and immediately and permanently delete or destroy, all Reports, Content, User IDs, or other Confidential Information in Your possession or control, including all copies thereof. The following Sections will survive termination of this Agreement for any reason: 1, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24.
- LIMITED WARRANTY. Tractica will use commercially reasonable efforts to deliver each Report and perform any services relating to any Report as agreed to by Tractica under this Agreement. As Your sole remedy, and Tractica’s sole obligation, for any failure by Tractica to comply with the foregoing sentence, Tractica will, as applicable and in Tractica’s sole discretion, provide a new copy of any Report, re-perform any Services affected by such failure or refund to You the fees (if any) You have actually paid for the affected Report or Services during the month in which the failure occurred. Notwithstanding the foregoing, You remain solely and entirely responsible for Your compliance with, and will defend, indemnify and hold harmless Tractica from and against any claims arising from any actual or alleged violation by You of any international, federal, state or local treaties, laws, rules, regulations or ordinances regarding Your use of or access to the Site or any Report or Services or regarding your business, products or services.
- DISCLAIMER. TRACTICA PROVIDES ALL REPORTS, SERVICES, AND CONTENT SOLELY FOR INFORMATIONAL PURPOSES AND DOES NOT WARRANT THAT THE REPORTS, SERVICES OR CONTENT WILL BE ERROR-FREE OR WILL MEET ANY OF YOUR REQUIREMENTS. ALL REPORTS, SERVICES, AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF ANY REPORTS, SERVICES, AND CONTENT IS AT YOUR OWN RISK. TRACTICA DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS OR COVENANTS RELATING TO THIS AGREEMENT, OR TO THE REPORTS, SERVICES, OR CONTENT PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TRACTICA DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF ANY REPORTS, SERVICES, OR CONTENT. TRACTICA WILL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, INTERRUPTIONS, OR DELAYS IN ANY REPORTS, SERVICES, OR CONTENT.
- LIMITATION OF LIABILITY. IN NO EVENT WILL TRACTICA BE LIABLE UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY REPORT, SERVICES, OR CONTENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF TRACTICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE, TIME OPPORTUNITY, OR GOODWILL. THE MAXIMUM CUMULATIVE LIABILITY OF TRACTICA IN CONNECTION WITH THIS AGREEMENT OR ANY REPORT, SERVICES, OR CONTENT WILL NOT EXCEED THE FEES (IF ANY) ACTUALLY PAID BY YOU TO TRACTICA FOR THE REPORT OR SERVICES TO WHICH SUCH LIABILITY RELATES IN THE 1 MONTH PERIOD PROCEEDING THE DATE SUCH LIABILITY IS ALLEGED TO HAVE ARISEN. YOU MAY NOT BRING ANY ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT OR ANY REPORT OR CONTENT MORE THAN 1 YEAR AFTER SUCH ACTION HAS ACCRUED.
- CERTAIN LIABILITIES. You will defend, indemnify, and hold harmless Tractica, its affiliates, subsidiaries and licensors, and each of their respective officers, directors, shareholders, employees, subcontractors, agents, representatives and affiliates, from and against any loss, liability, cost, judgment, award, settlement, tax, penalty, action, damage, charge, expense or fee (including attorneys’ fees and costs of collection) of any nature, and any claims, allegations or suits therefore, arising out of or relating to the access to or utilization of any Reports, Services, or Content under this Agreement, except to the extent proximately caused by a breach by Tractica of its obligations under this Agreement (each, a “Claim”). Tractica will provide You with written notice of any Claim. You have the right to participate in the defense of any Claim at Your own expense.
- DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement or any Report or Content, including the formation, validity, binding effect, interpretation, performance, breach, or termination, of this Agreement and the arbitrability of the issues submitted to arbitration under this Agreement and all non-contractual claims relating to this Agreement or any Report or Content (each, a “Dispute”), in accordance with the procedures set forth in this Section 18. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Tractica, in its sole discretion, in Boulder, Colorado (USA). The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the reasonable costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
- INJUNCTIVE RELIEF. Notwithstanding Section 18, either party may commence a civil action to compel arbitration under this Agreement and/or to temporarily or preliminarily enjoin actual or threatened breaches of this Agreement pending arbitration. Any such action or any other dispute not covered by Section 18, will be brought by the parties exclusively in a state court in Boulder, Colorado (USA) or a federal court in Denver, Colorado (USA). Each party hereby irrevocably submits to the personal jurisdiction of such courts. You agree that any unauthorized copying, publication, distribution, modification or other utilization of or access to any Report, Service, or Content will cause Tractica irreparable injury that cannot be adequately compensated for by means of monetary damages. You therefore agree that any breach of this Agreement by You may be enforced by Tractica by means of equitable relief (including, without limitation, injunction), without Tractica being required to post a bond or make a showing of irreparable harm, in addition to any other rights and remedies that may be available to Tractica under applicable law.
- AUDIT. You will maintain the most recent 18 months of records with respect to Your access to and utilization of all Reports and Content by You. During the term of this Agreement and for a 3 year period thereafter, Tractica will have the right to audit and review relevant portions of those records and the manner of access to and utilization of any Reports or Content by You, in each case to confirm that the restrictions in this Agreement have been observed. The costs of any such audit will be borne by Tractica unless such audit reveals any breach of this Agreement by You, in which case You will reimburse Tractica for its costs and expenses in conducting such audit.
- CLAIMS OF INFRINGEMENT. Just as Tractica requires users of the Site to respect the copyrights and other intellectual property rights of Tractica, its affiliates, and other third parties, Tractica respects the copyrights and other intellectual property rights of Users of the Site and other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
1650 38th Street, Suite 101E
Boulder, Colorado 80301
Attn: Copyright Infringement AgentPlease provide the following information to Tractica’s Copyright Infringement Agent:
- The identity of the infringed work, and of the allegedly infringing work;
- Your name, address, daytime phone number, and email address, if available;
- A statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
- Your electronic or physical signature.
- LINKED SITES. The Site and the Reports and Services may contain links to third-party sites that are not under the control of Tractica, and Tractica is not responsible for any content on any linked site. If you access a third-party site from the Site or from electronic information provided through the Reports or Services, then you do so at your own risk. Tractica provides links only as a convenience, and the inclusion of the link does not imply that Tractica endorses or accepts any responsibility for the content on those third-party sites. Tractica welcomes links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Tractica or any group or individual affiliated with Tractica. You may not use on your site any content trademarks or service marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Site without Tractica’s prior written consent.
- ADDITIONAL TERMS. This Agreement consists of these terms and conditions and the terms of the Order referenced herein. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter covered by this Agreement, and supersedes any oral or written proposal, agreement, or other communication between the parties regarding Your access to and use of any Reports. The provisions of these terms and conditions will control with respect to the rights and obligations of the parties under this Agreement in the event of a conflict between these terms and conditions and any Order. The preprinted terms of a purchase order or any other terms and conditions will not apply to or modify this Agreement. Except for the Rules referenced above, this Agreement will be governed exclusively by the laws of the State of Colorado (USA), excluding its conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any notice under this Agreement must be delivered in writing by courier, electronic facsimile (with receipt of confirmation), or certified or registered mail (postage prepaid and return receipt requested) at the address for each party set forth above. Notices will be effective upon receipt (or confirmation of receipt) or 3 business days after being deposited in the mail, whichever occurs sooner. Upon request by Tractica, You will certify in writing to Your compliance with any of the terms of this Agreement. Tractica will be excused from performance under this Agreement to the extent Tractica’s performance is prevented, in whole or in part, by delays caused by You or by events beyond Tractica’s reasonable control. Except as expressly set forth herein, there are no third party beneficiaries to this Agreement. You may not assign or transfer this Agreement or any of Your rights or obligations under this Agreement to any third party (by operation of law or otherwise) without Tractica’s prior written consent. Any assignment or transfer in violation of the foregoing will be void. Tractica may assign or transfer this Agreement for any reason. This Agreement will be binding upon the permitted successors and assigns of each party. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties will replace any such invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The relationship between the parties is that of independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Tractica may provide the Services through its own employees or through contractors, as determined solely by Tractica in its reasonable discretion. Neither party will make any warranties or representations on behalf of, or otherwise bind, the other party. This Agreement may be changed or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The parties acknowledge and agree that English (as the meaning of the words and phrases thereof are commonly interpreted in the United States) shall be the language used in all written communications between the parties pursuant to this Agreement, including all notices. To the extent any written document, including this Agreement, is required to be translated into any other language, You shall pay all the costs of such translation. To the extent any ambiguity or inconsistency exists between an English version of any written document and a version in any other language, including this Agreement or any notice under this Agreement, the English version of such document shall prevail.