A. AREWA FASHION IS A VENUE.
AREWAFASHION.COM operates and maintains the Website (defined below) which is an online marketplace offering independent designers the facility to advertise and sell their Products (defined below) using the Website. The Site is a communications and advertising platform for enabling the connection between individuals seeking the Products and/or the Sellers.
Sellers may be required to send items directly to the customer or use arewafashion.com registered delivery companies. Manufactured items should be sent within 1-3 days and handmade items should be sent within 5 business days, unless otherwise discussed with the Arewa Fashion team. Arewa Fashion will collect payments on the behalf of sellers and buyers for venue services through the Site. Users do hereby represent, understand and expressly agree that Arewa Fashion does not have control over the quality, timing, legality or any other aspect whatsoever of the services actually delivered by the Sellers, nor of the integrity, responsibility or any of the actions whatsoever of the Buyers. All liability relating to the quality, timing, legality of the services remains fully on the Seller and not Arewa Fashion. Arewa Fashion makes no representations about the suitability, reliability, timeliness, and accuracy of the services provided by Buyers or Sellers through the Site whether in public, private or offline interactions. Arewa Fashion does not assume any responsibility for the accuracy or reliability of any information provided by Buyers and Sellers on this Site. Arewa Fashion does not assume and expressly disclaims any liability that may result from the use of this information.
Arewa Fashion is not responsible for the conduct, whether online or offline, of any user of the Site or Member of the Service. All users including both Buyers and Sellers do hereby expressly agree not to hold ArewaFashion.com (or Arewafashion.com’s officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, or employees, hereinafter “Affiliates”) liable for any instruction, advice or services delivered which originated through the Site and Arewa Fashion and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.
B. THE SELLER is an independent designer and wishes to make its Products available using the Website and in accordance with the terms of this Agreement.
2. SELLER’S OBLIGATION
2.1 The Seller shall conduct all transactions for the sale of its Product with the Users using the functionalities available on the Website and/or the Services. The Seller shall not at any time during the Term contact the Users or any other prospective buyers using any other alternative means other than the Website and/or the Services.
2.2. The Seller agrees to send to Buyer, upon receipt of the invoice from Arewa Fashion, the items contained on the invoice.
2.3 The Seller acknowledges and agrees that Arewa Fashion only provides the Seller with the Services.
2.4 Arewa Fashion shall procure that its contract with the User for the sale of Seller’s product shall be strictly compliant with all applicable law and legislation including without limitation, all legislation relating to the consumer protection, data protection, e-commerce and distance selling.
2.5 All Content and Listing accompanying the advertising of a Product must be related to that Product offered for sale.
2.6 The Seller shall procure that all material sent to Arewa Fashion, with respect to advertising and/or making the Product available on the Website for sale to the Users, including without limitation, the publishing of the Content and Listing on the Website:
2.5.1 does not infringe any Intellectual Property Rights or other proprietary rights of any third party; and
2.6.2 may reasonably be deemed to not be offensive, illegal, inappropriate or in any way
(a) promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
(b) harass or advocate harassment of another person;
(c) display pornographic or sexually explicit material;
(d) promote any conduct that is abusive, threatening, obscene, defamatory or libelous;
(e) promote any illegal activities;
(f) provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses; and
(g) promote or contain information that you know or believe to be inaccurate, false or misleading.
2.7 The Seller acknowledges that Arewa Fashion is not obliged to vet, review or verify the Content and/or the Product to determine whether any such Content and/or Product may result in any liability to any third party.
2.7 The Seller further acknowledges that Arewa Fashion shall not be liable in any way and for any reason for the behavior of the User or any Comments made by the User with respect to the Seller and/or the Product.
2.8 The Seller agrees that it is solely responsible and liable for all use of the Services.
2.9 The Seller acknowledges and agrees that Arewa Fashion is not obliged to publish, upload or make available any of the Content, Listing and/or Products (wholly or partly) on the Website for any reason whatsoever other than those expressly set out in this Agreement.
2.10 Without prejudice to any of Arewa Fashion’s other rights and remedies, Arewa Fashion reserves the right, in its sole and absolute discretion, to take any action that it deems necessary and appropriate including without limitation, suspending wholly or partly, temporarily and permanently the Seller’s use and/or access to the Services, in the event it considers that there is a breach or threatened breach of this clause 2.
2.11 Seller is obligated to allow returns of its product if returns are done according to Arewa Fashion policy as outlined in Exhibit A and this Section 2.11.
2.11.1 The Buyer may return items for any reason to Sellers within seven (7) days of receipt of the item.
2.11.2 After the seven (7) days, the Buyer will need to obtain approval from the Seller for returns. Upon approval, Arewa Fashion can process returns on behalf of the Seller after seven (7) days and within fourteen (14) days of the Buyer’s receipt of the Product where the Seller will not have to incur additional payment processing costs.
2.11.3 The Buyer will contact Arewa Fashion via the Website to initiate the return of the item sold.
2.11.4 Arewa Fashion will then email the Buyer a return shipping label. The shipping label for returns will send the Product to the Seller’s address which is on file with Arewa Fashion.
2.11.5 Arewa Fashion will notify the Seller of the return.
2.11.6 The Buyer will then send the item to the Seller using the Arewa Fashion return shipping label.
2.11.7 Upon the Seller’s receipt of the item, the Buyer will be refunded the amount of the purchase less the cost of the return shipping label.
2.11.8 Once the item has been returned, any Fees paid to Arewa Fashion and the referral will be null and void.
2.11.9 Once Arewa Fashion has remitted payment to the Seller on the Product sold, Arewa Fashion is not obligated to process returns for the Buyer on behalf of the Seller.
2.12: Seller’s Intellectual Property. Seller grants to Arewa Fashion a nonexclusive, nontransferable right and license to display Seller’s logo and other Seller’s marks on the Website.
3. AREWA FASHION’S OBLIGATIONS
3.1 In consideration for the Seller’s compliance with the terms of this Agreement and subject to clause 5.2, Arewa Fashion shall use its reasonable endeavors to make available the Website and the Services during the Term.
3.2 The SELLER acknowledges and agrees that Arewa Fashion relies on third party service providers to provide the Services and access to the Website. Consequently, Arewa Fashion cannot guarantee uninterrupted or fault-free access to and/or use of the Services and the Website or any aspect thereof.
3.3 Arewa Fashion agrees to invoice Buyers for the goods purchased on the Site. Upon receipt of the invoice, Arewa Fashion agrees to send to Seller the list of goods purchased by the Buyer.
4. PRODUCT PRICING
4.1 The Seller shall be entitled to price its Products at its sole and absolute discretion, subject always that the pricing of such Products on the Website shall be compliant with all applicable laws and legislations.
4.2 The Price shall be listed in NIGERIA NAIRA (?).
4.3 The Buyer shall be responsible for the payment of all applicable taxes which arises out of or in relation to the sale and delivery of the Product.
4.4 The Seller shall keep the retail price of their items consistent across all distribution channels (online and offline) with the exception of temporary sales exceeding no more than thirty (15) days.
5.1 The Seller shall pay Arewa Fashion the Fees in accordance with this clause 5.
5.2 The Fees which shall be due and payable to Arewa Fashion shall be dependent on service level. Click here to see Arewa Fashion service levels. Arewa Fashion shall notify the Seller of any applicable new Fees. All new Fees shall be applicable immediately upon notification to the Seller by Arewa Fashion.
5.3 All Fees shall become due and payable and automatically deducted from the Price upon receipt of payment from the Users using the designated third party payment handler. All Fees shall be exclusive of any applicable value added tax (or any successor tax), shipping costs, delivery charges and/or any other applicable tax or charges of any nature whatsoever.
5.4 Arewa Fashion shall be entitled to vary the Fees at any time. Any changes made to this Agreement will be notified to the Seller in writing or by email and made available to the Seller using the Website.
5.5. Arewa Fashion shall remit payment to Seller within fourteen days (14) of the date the item is shipped. Amounts retained by Arewa Fashion are compensation for the service of advertising and selling the items for Seller.
6. TERM AND TERMINATION
6.1 This Agreement shall commence on the Effective Date and shall remain in force until and unless terminated by the parties in accordance with this clause 6 (‘Term’).
6.2 Either party (‘Terminating Party’) may terminate this Agreement for any reason by giving notice to the other of such termination.
6.3 On termination of this Agreement for any reason:
6.3.1 the Seller’s right to use the Services and the Website shall cease forthwith and the Seller shall procure the removal of all Content, Listings and any other information with respect to the Seller and/or its Products from the Website;
6.3.2 all licenses granted to in accordance with this Agreement shall cease forthwith;
6.3.3 Arewa Fashion shall be entitled to be paid all sums due (not paid) under this Agreement; and
6.3.4 the termination shall not affect the rights of either party accruing or accrued prior to the termination of this Agreement.
6.4 On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination.
6.5 Potential grounds for termination of the agreement include, but are not limited to contacting the Buyer outside of Arewa Fashion or breaching any of the terms of this agreement.
7. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral with respect to the Website are hereby expressly excluded to the fullest extent permissible by law.
7.2 Subject to clause 7.1, the Seller warrants to Arewa Fashion that:
7.2.1 the Seller is an independent jewelry, handbag or fashion accessories designer;
7.2.2 the Seller has the authority and capacity to enter into and be bound by the terms of this Agreement;
7.2.3 the information provided to Arewa Fashion are true, accurate and correct and that it shall promptly notify Arewa Fashion in the event of any changes to such information;
7.2.4 the Product, the Content and the Seller’s right to sell or make the Product available on the Website using the Services do not infringe any third party Intellectual Property Rights, proprietary rights or rights of publicity or privacy;
7.2.5 the Product, the Content, the Seller’s right to sell or make the Product available for purchase and the Seller’s use of the Website and Services do not violate any applicable law, legislation, statute, ordinance and/or regulations;
7.2.6 the Content is not and may not be deemed defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
7.2.7 the Content and the Product are not and do not contain elements which are or may be deemed to be obscene or pornographic and do not contain child pornography;
7.2.8 the Seller agrees to allow Arewa Fashion to upload pictures and descriptions of photos of the Product for sale for the Seller; and
7.2.9 the Seller agrees to allow Arewa Fashion to use the Content, such as the Sellers’ photos, Product photos, information about the Seller and the Sellers’ Products for performing marketing services for the Sellers and the Products on ArewaFashion.com
7.3 The maximum aggregate liability of Arewa Fashion (including its respective agents and sub-contractors) under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid by the Seller under this Agreement.
7.4 In no event shall Arewa Fashion (including its respective agents and sub-contractors) be liable for (a) any loss of profits, loss of data, loss of expectations, loss of anticipated savings, loss of business prospects, loss of business interruption, loss of use, loss of contracts, loss of goodwill and reputation (whether direct or indirect), loss of management time; or (b) any indirect or consequential losses of any nature whatsoever; or (c) any losses, claims, demands and damages (whether direct or consequential) of any kind and nature, known and unknown, arising out of or in connection with dispute(s) between the Seller and the Users; or (d) any inability and/or failure by the Seller to use the Services and the Website due the failure of or any integration or interoperability issues arising with any third party or the Seller’s operating systems or legacy systems, whether or not caused by or resulting from Arewa Fashion’s negligence or a breach of its statutory duties or a breach of its obligations howsoever caused even if the Seller is advised of the possibility of such loss.
7.5 In no event shall the Seller hold Arewa Fashion liable to death and personal injury.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Seller acknowledges and agrees unless otherwise expressly agreed to the contrary, all Intellectual Property Rights created with respect to the Services and under this Agreement shall be owned by Arewa Fashion.
8.2 Nothing in this Agreement will serve to transfer from Arewa Fashion to the Seller any of the Intellectual Property Rights owned by Arewa Fashion and/or its licensors and all right, title and interest thereof shall remain exclusively with Arewa Fashion and/or Arewa Fashion’s licensors.
8.3 Except for the rights expressly granted in this Agreement to fulfill Arewa Fashion obligation in Section 7, nothing in this Agreement shall serve to transfer from the Seller to Arewa Fashion any of the Content, and all right, title and interest in and to the Content will remain exclusively with the Seller.
8.4 Arewa Fashion grants the Seller a non-exclusive, worldwide, non-assignable, non-sublicensable license to use the Intellectual Property Rights owned by and/or licensed to Arewa Fashion strictly with respect to the Seller’s use of the Website and the Services. Where the Seller’s intended use of such Intellectual Property Rights is other than with respect to the Services and the Website, the Seller agrees that it shall first procure the prior written consent of Arewa Fashion.
8.5 The Seller grants to Arewa Fashion a non-exclusive worldwide license and right to use, reproduce, display, distribute and transmit the Seller’s name, logo and any trademarks (“Seller Marks”) and any photographs, graphics, artwork, text and other content provided or specified by Seller (“Content”) in connection with the marketing, promotion, sale or distribution of the Seller’s Product, in any and all media or formats in which such information is marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Arewa Fashion.com Website.
8.6 Nothing in this Agreement shall prevent Arewa Fashion from using any know-how, methods, techniques or procedures owned or developed by Arewa Fashion in the course of performing its obligations under this Agreement.
8.7 The Seller shall promptly notify Arewa Fashion of any claim or demand which is made, brought or threatened against the Seller with respect to the infringement or alleged infringement of any Intellectual Property Right by reason of the use of the Services and the Website by the Seller. The Seller agrees to grant Arewa Fashion exclusive control of any litigation and negotiations arising from such a claim, and to give Arewa Fashion such assistance as it may reasonably request.
8.8 If a claim or demand for infringement or alleged infringement of any Intellectual Property Right is made with respect to the Website and/or use of the Services or, in the reasonable opinion of Arewa Fashion, is likely to be made, Arewa Fashion shall be entitled, at its own expense and option, either to:
8.8.1 modify or replace the infringing items of the Website and Services (without detracting in any way from their performance or functionality) so that the same cease to be infringing; or
8.8.2 procure the right for the Seller to continue using the Website and the Services as contemplated by this Agreement.
8.9 Arewa Fashion shall have no liability for, and the Sellers shall indemnify Arewa Fashion against any claim that the Content, the Website and/or the Services infringes any Intellectual Property Rights, where the cause of the infringement is:
8.9.1 any materials or instructions including without limitation, the Content provided to Arewa Fashion by or on behalf of the Seller; or
8.9.2 modification, enhancement or alteration of the Content by or on behalf of the Seller; or
8.9.3 due to the use of the Content, the Website and the Services in breach of the provisions of this Agreement.
8.10 All third party Intellectual Property Rights required by the Seller to enable it to use the Website and the Services shall be procured by the Seller. Arewa Fashion shall not be liable for any delay or failure of the Seller to procure such third party Intellectual Property Rights.
9.1 The Seller hereby warrants and agrees that it shall at all times comply with its obligations under the applicable data protection legislation during the Term. The Seller shall fully indemnify Arewa Fashion against all actions, claims and expenses (including legal costs) whatsoever which arises out of any breach of this provision.
9.2 Arewa Fashion may collect the following data from the users to aid in the operation of Arewa Fashion obligations: mouse clicks, mouse movements, scrolling activity, most popular designs, times of posting new items, time of day of the sales as well as text you type in this website. Arewa Fashion will also collect personally identifiable information that you have not voluntarily entered in this website, including but not limited to twitter handle, user name, password, and contact information such as external email and mailing address (“Personal Information”) that may identify the Seller. The information that is being collected is being used to help improve the usability of this website.
10.1 If Arewa Fashion fails at any time to insist upon strict performance of its obligations under this Agreement or if it fails to exercise any of the rights or remedies to which it is entitled to under this Agreement, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
10.2 A waiver by Arewa Fashion of any default shall not constitute a waiver of any subsequent default. No waiver by Arewa Fashion of any of the provisions herein shall be effective unless it is expressly stated to be a waiver and is communicated to the Seller in writing.
10.3 All notification and communication shall be made in writing and delivered, or posted by first class pre-paid post or sent by facsimile or electronic mail to Arewa Fashion or the Seller as appropriate and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of forty-eight (48) hours after posting or at the time of sending the case of facsimile or electronic mail.
10.4 If any of the provisions herein are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
10.5 This Agreement in tandem to the Seller’s agreement represents the entire agreement between the Seller and Arewa Fashion and shall supersede any prior agreement, understanding or arrangement between the parties whether oral or in writing.
10.6 The Seller acknowledges that in entering into this Agreement, it has not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between the parties except as expressly set out in this Agreement.
11.1. Confidentiality. Each party agrees that it will not use for its own purposes, will not disclose to any third party, and will retain in strictest confidence all Confidential Information belonging to or relating to the business of the other party. Each party will safeguard such Confidential Information by using the same degree of care and discretion that it uses to protect its own confidential information. Neither party may use, disclose, communicate or disseminate any Confidential Information of the other party for any purpose not expressly contemplated by this Agreement or approved in advance in writing by the other party. No party will be obligated to maintain the confidentiality of information: (a) it is required to reveal in performing its obligations under this Agreement; (b) that is or becomes within the public domain through no act of the disclosing party in breach of this Agreement; (c) was in the possession of the disclosing party prior to its disclosure under this Agreement, and the disclosing party can prove that; or (d) is required to be disclosed by state or federal law.
11.2. Personally Identifiable Information. Seller acknowledges that to process Transactions, Arewa Fashion may receive Personally Identifiable Information from Seller. Seller will obtain, either directly or indirectly, the right to use and disclose to Arewa Fashion any such Personally Identifiable Information.
11.3 Proprietary Nature of the Administration Portal. Seller acknowledges that: (a) the Arewa Fashion Platform is highly proprietary; and (b) that the proprietary nature of the Arewa Fashion Network extends to the “look and feel” associated with the Website. Seller acknowledges Arewa Fashion’s exclusive right, title and interest in and to the Arewa Fashion Website is protected by applicable law. Seller may not do or cause to be done any act or thing, directly or indirectly, contesting or in any way impairing Arewa Fashion’s right or interest in its Intellectual Property.
12.1 Mutual Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party, its employees, directors, managers, members, officers or agents from and against any loss, liability, damage, penalty or expense (including reasonable attorneys’ fees and court costs) which may be claimed by a third party as a result of: (a) any failure by the other party or any employee, agent, or affiliate of the party to comply with the terms of this Agreement; (b) any warranty or representation made by the other party or its agents being false or misleading; (c) negligence or willful misconduct of the party or its subcontractors, agents or employees, or (d) any alleged or actual violations by the other party or its subcontractors, employees, or agents of any state or federal laws, regulations or rules. In addition, Seller will indemnify, defend and hold Arewa Fashion harmless from any claim from any Seller’s Clients relating to the purchase of Seller’s product.
12.2 Limitation of Liability. The liability, if any, of Arewa Fashion under this Agreement for any claims, costs, damages, indemnities, losses and expenses for which it is or may be legally liable, whether arising in negligence or other tort, contract, or otherwise, will not exceed in the aggregate the amount of any Fees paid to Arewa Fashion for the preceding 3month period, measured from the date the liability accrues. In no event will either party be liable for indirect, special, or consequential damages even if advised of that possibility.
12.3 Warranty. Arewa Fashion represents and warrants to Seller that the Arewa Fashion Website and that the Administration Portal will function in all material respects. THIS LIMITED WARRANTY CONSTITUTES AREWA FASHION’S ONLY WARRANTY WITH REGARD TO THE ADMINISTRATION PORTAL, THE SERVICES UNDER THE AGREEMENT OR THE AREWA FASHION NETWORK. AREWA FASHION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF SELLERABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR IMPLIED WARRANTIES BASED ON INDUSTRY, TRADE, CUSTOM OR ANY PRIOR DEALINGS WHATSOEVER.
13.1 Term. This Agreement shall be effective as of the Effective Date, continue through the date as defined in Exhibit A unless terminated earlier in accordance with the provisions of this Agreement. The Fees payable during any Term will be the same as the prior Term, unless Arewa Fashion gives Seller notice of an increase at least 75 days before the end of such prior Term.
13.2.1 Termination without Cause. Either party may terminate this Agreement at the end of the Term Length as defined in Exhibit A upon written notice of termination to the other party at least 30 days prior to the end of Term Length. Either party may terminate this Agreement at the end of the Initial Term or any Renewal Term upon written notice of termination to the other party at least 120 days prior to the end of the Initial Term or any Renewal Term.
13.2.2 Termination for Cause. Any party may terminate with 30days notice this Agreement upon the occurrence of an Event of Default by the other party.
13.2.3 Termination Due to Changes in Laws. Arewa Fashion may terminate this Agreement if it becomes impossible or impractical for Arewa Fashion to perform its obligations under this Agreement by reason of changes in federal or state laws which this Agreement cannot reasonably be modified to accommodate.
13.3 Events of Default. Each of the following will constitute an Event of Default:
13.3.1 Breach. The other party fails to observe any material obligation specified in this Agreement and such failure is not cured within 30 days of receipt of written notice from the non-breaching party.
13.3.2 Financial Instability. The other party: (i) files for bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or any similar proceeding, (ii) has a bankruptcy, receivership, insolvency, reorganization, dissolution, or liquidation proceeding instituted against it and such proceeding is not dismissed within 60 days, (iii) makes an assignment for the benefit of its creditors or an offer of settlement, extension or composition to its creditors generally; or (iv) a trustee, conservator, receiver or similar fiduciary is appointed for that party or substantially all of that party’s assets.
13.4. Transition. Upon termination of this Agreement without cause, Arewa Fashion shall provide Seller with access to the Administration Portal for 30 days during which time Seller shall arrange for an alternative provision of services to Clients. Seller shall pay the Fees during such 30-day period. Upon termination of this Agreement by Arewa Fashion for cause, or upon Seller’s non-payment of amounts owed to Arewa Fashion under this Agreement, Arewa Fashion shall have the right to immediately remove the Seller from the Arewa Fashion Network.
14.1 Entire Understanding, Amendment. This Agreement, including the attached Exhibits which are incorporated by reference, sets forth the entire understanding of the parties relating to its subject matter. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by both parties.
14.2 Successors; Assigns. The terms and conditions of the Agreement are for the benefit of and shall be binding upon the respective successors and assigns of the parties.
14.3 Waiver; Severability; Rights Cumulative. No failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right. If any provision of this Agreement is illegal, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal provision is not contained in the Agreement. This Agreement will be deemed modified to the extent necessary to render enforceable the provisions hereunder. The rights and remedies conferred upon the parties in this Agreement, at law, or in equity are not intended to be exclusive of each other. Rather, each and every right and remedy under this Agreement, at law or in equity will be cumulative and concurrent and in addition to every other right and remedy available to such party.
14.4 Applicable Law. The Agreement will be deemed to be a contract made under the laws of the State of Delaware, and will be construed in accordance with the laws of Delaware without regard to principles of conflicts of law. The exclusive forum and venue for the adjudication of any rights, claims or disputes arising out of or in connection with this Agreement shall be the state courts of Delaware or the United States District Court for the Northern District of Delaware. The parties specifically waive the right to a jury trial in connection with any dispute arising out of this Agreement, or between the parties for any reason.
14.5 Force Majeure. Neither party may be liable to the other for any delay or failure to perform any obligation if such delay or failure is caused by an event that is beyond the party’s control or the failure of the other party to comply with its obligations under the Agreement or applicable law.
14.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterpart shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile copies or PDF copies reflecting the party’s signature, and any such facsimile copy or PDF copy shall be sufficient to evidence the signature of such party as if it were an original signature.
14.7 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon actual receipt or when delivered, if sent by electronic mail, facsimile, overnight carrier or other means that verify delivery. All such notices and communications shall be sent to the respective party at the address set forth on the attached Exhibit A, Business Terms or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.
14.8 Survival. The following Sections shall survive termination of this Agreement for any reason: Sections 7, 8, 9, 10, 11, 12, 13, and 14.