TERMS AND CONDITIONS

Last updated: February 19, 2024

THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AND BINDING CONTRACT BETWEEN THE297 CLOUD PLATFORM S.L. (“THE297CP”), THE COMPANY THAT PROVIDES YOU THE MANAGED ACTIVATION PLATFORM (MAP), ON THE ONE HAND, AND CUSTOMER, EITHER INDIVIDUALLY OR ON BEHALF OF THE LEGAL ENTITY THAT ACCEPTS THIS AGREEMENT AND ITS AFFILIATES (“YOU”, “YOUR”, OR “CUSTOMER”), ON THE OTHER HAND.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH A LEGAL ENTITY (AND ITS AFFILIATES) TO THIS AGREEMENT. YOU INDICATE YOUR ACCEPTANCE AND UNDERSTANDING OF THIS AGREEMENT THROUGH THE ACCESS TO OR USE OF THE PLATFORM, AND THIS AGREEMENT BECOMES EFFECTIVE UPON THE EARLIER OF THE DATE OF THE FIRST ACCESS TO OR USE OF THE PLATFORM (THE “EFFECTIVE DATE”).

IF CUSTOMER DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN CUSTOMER MAY NOT ACCESS OR USE THE PLATFORM, AND, TO THE EXTENT APPLICABLE, CUSTOMER MUST CEASE ALL USE OF THE PLATFORM, AND DESTROY ALL DOCUMENTATION IN ITS POSSESSION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR CUSTOMER ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED UNDER THIS AGREEMENT.

1. OBJECT

The End User License Agreement (EULA) is a modular contract that governs and defines the terms of the contractual relationship between THE297CP and its CUSTOMERs for Remote PC Management Services.

• LICENSE

The License is granted to CUSTOMER herein as non-exclusive, worldwide (subject to applicable export control regulations; unless CUSTOMER is expressly granted a limited right to use the Service only in a specific territory in the Contract), non-transferrable and not sublicensable, and limited to the right to install, run and use the Services on CUSTOMER’s own devices, or any devices in the immediate possession of CUSTOMER, for the purpose of operating its own business activities and within the limits of the scope of use specified in the Contract. The rights of use granted under the Contract for Subscription shall be limited in time to the specified term of Subscription and end with the expiry or termination thereof.

CUSTOMER may only provide use of its acquired License to the Authorized Users. “Authorized User” means: (i) if CUSTOMER is an individual, solely CUSTOMER; (ii) if CUSTOMER is a legal entity, any current employees, agents, representatives or temporary workers authorized by CUSTOMER to use the Services solely for the support of CUSTOMER’s internal business, provided that such access and use shall be limited to their provision of services to CUSTOMER in scope of their employment or assignment; (iii) in any other cases subject to written consent by THE297CP. CUSTOMER is responsible for the acts and omissions of its Authorized Users, as well as any other person that accesses and uses the Services by using the access credentials provided by CUSTOMER, as its own acts and omissions. All obligations of CUSTOMER under this EULA and the respective Contract shall apply fully to any such Authorized Users or other persons as if they were CUSTOMERs hereunder.

• CUSTOMERS OBLIGATIONS

• CUSTOMER undertakes to provide all the necessary elements that THE297CP needs and that have been requested to finalise the contract. "Elements" refers to all documents, answers and indications necessary for the proper execution of the contract.
  • CUSTOMER has the full power and authority to enter into this Agreement and carry out the obligations hereunder.
  •  CUSTOMER is solely responsible for CUSTOMERs’ and the Users’ compliance with this Agreement and all laws and regulations applicable to the use of the Services. If CUSTOMER becomes aware of any noncompliance with the foregoing by CUSTOMER, or any Users, CUSTOMER shall immediately report the noncompliance to THE297CP and cure and remedy the noncompliance to the extent feasible.
  • CUSTOMER is solely responsible for the safekeeping and confidentiality of CUSTOMER and the Users’ usernames and passwords. If the CUSTOMER becomes aware of any breach of confidentiality thereof, CUSTOMER shall immediately cure and remedy the breach and report to THE297CP any adverse effects or results of the breach.
  • CUSTOMER is solely responsible for CUSTOMER and the Users’ activities in or as a result of using the Services, including, but not limited to: (i) any misuse of the Services; (ii) the information, data, and content entered into the Services or otherwise made available to THE297CP; (iii) the information, data, and content accessed through the Service or otherwise made available to THE297CP, its effects, any actions taken in response thereto, and any interpretations thereof; and (iv) the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all information, data, and content that CUSTOMER or  the Users allow the Services to access or otherwise make available to THE297CP. CUSTOMER will provide any notices and obtain any consents that may be legally required for THE297CP to engage in the activities contemplated by this Agreement.
  • CUSTOMER is solely responsible for acquiring and maintaining any equipment needed to connect to, access, or otherwise use the Services, including, but not limited to hardware, software, and internet services, and for ensuring that such equipment is compatible with the Services provided.
  • CUSTOMER may only provide use of the acquired License to Authorized Users. “Authorized User” means: any current employees, agents, representatives or temporary workers authorized by CUSTOMER to use the Services solely for the support of CUSTOMER’s internal business, provided that such access and use shall be limited to their provision of services to CUSTOMER in scope of their employment or assignment; (iii) in any other cases subject to written consent by THE297CP. CUSTOMER is responsible for the acts and omissions of its Authorized Users, as well as any other person that accesses and uses the Service by using the access credentials provided by CUSTOMER, as his own acts and omissions. All obligations of CUSTOMER under this EULA and the respective Contract shall apply fully to any such Authorized Users or other persons as if they were CUSTOMERs hereunder.

• SERVICES

•  CUSTOMER Account. CUSTOMER must have a valid CUSTOMER Account in order to apply for THE297CP Service. The CUSTOMER creates Accounts online at THE297CP's Website. The CUSTOMER will provide all required information (email address, name, address, bank details, THE297CP information, etc.), and agrees to provide correct and updated information throughout the duration of the Contract. Where a person acting for and on behalf of the CUSTOMER creates and uses a CUSTOMER Account, such a person warrants that he/she has full power and authority to represent, enter into and perform this Agreement on behalf of the CUSTOMER.

• Activation. Once THE297CP has activated the CUSTOMER Account, the CUSTOMER will be able to access the Remote Management of PC service. The CUSTOMER is solely responsible for the administration of his CUSTOMER Account and the associated authentication credentials (usernames, passwords, etc).

• Use Restrictions. CUSTOMER shall not, and shall require all persons to whom CUSTOMER gives access, directly or indirectly, to THE297CP IP to not:

• use (including make any copies of) THE297CP IP beyond the scope of the license granted under Section 2 and/or the access right granted under Section 3 (as applicable);
  • provide any other Person, including any subcontractor, independent contractor, affiliate, or service THE297CP of CUSTOMER, with access to or use of the THE297CP IP;
  • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of THE297CP IP or any part thereof;
  • combine THE297CP IP or any part thereof with, or incorporate THE297CP IP or any part thereof, in any other programs;
  • reverse engineer, disassemble, decompile, decode, translate, or otherwise attempt to derive or gain access to the source code or underlying ideas, structure, or algorithms of THE297CP IP or any part thereof;
  • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with THE297CP IP, including any copy thereof;
  • except as expressly permitted under this Agreement, copy THE297CP IP, in whole or in part; (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, timeshare, or otherwise make available THE297CP IP, or any features or functionality of THE297CP IP, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
  • use THE297CP IP to provide any services as an application service THE297CP (ASP) or on a software-as-a-service (SaaS) basis, or use or provide THE297CP IP on a service bureau basis or through any other method;
  • use THE297CP IP in violation of any law, regulation, or rule; (l) use THE297CP IP for purposes of competitive analysis of THE297CP IP, the development of a competing software product or service, or any other purpose that is to the THE297CP's commercial disadvantage;
  • knowingly take any action that would cause THE297CP IP to be placed in the public domain; or 
  • create, make available, or distribute, either directly or indirectly, any application that would enable others to utilize the tools and features available only to licensed or authorized users of THE297CP IP, or that would otherwise circumvent the need for any third party to purchase a valid license or access rights.

• Contents. With the exception of the elements provided by THE297CP, THE297CP will not manage the Contents or access them for purposes other than those necessary for the provision of the Service. THE297CP will not perform any operation of verification, validation or updating of such Content. Also, THE297CP will not make specific backup copies of Content stored in connection with the Services. Therefore, the CUSTOMER shall be solely responsible for taking all necessary measures to protect its data against risks of loss or degradation, regardless of their cause.

• Maintenance. THE297CP maintains the Services substantially in accordance with the applicable Product Description using commercially reasonable care and skills during the term of Subscription.

The maintenance by THE297CP set out herein does not automatically include (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) adaptation of the Services to the scope of functions of competing products, (iii) establishment of compatibility with new data formats or Release Versions or (iv) provision of any functionality which is no longer supported by THE297CP.

• RESPONSIBILITY FOR USE OF SERVICES

CUSTOMER acknowledges and agrees that CUSTOMER is solely responsible to back-up and safeguard any and all information, documents, data, software, materials, and other contents (including any TPS or Packages) stored or installed in or on any hardware, software, systems or devices, including those where the SaaS System is accessed or used by CUSTOMER. THE297CP has no responsibility or liability whatsoever for any damage, loss or harm to any such information, documents, data, software, material, or other contents (including any TPS or Package), or to any such hardware, software, systems or devices, and CUSTOMER assumes all risk of any and all such damage, loss, and harm. Any and all information, documents, data, software, materials, and/or other contents (including any TPS or Package) downloaded or otherwise obtained through use of  SaaS System(s) is at CUSTOMERs’ sole discretion and risk, and CUSTOMER is solely responsible for any damage, loss, or harm to CUSTOMER hardware, software, systems, or devices and any other damage, loss or harm, that results therefrom, including any damage, loss, or harm resulting from computer viruses, malware, or any other malicious software, code or materials.

6.   INTELLECTUAL PROPERTY. RIGHTS OF USE

All elements (software, infrastructure, documentation, etc.) made available to the CUSTOMER by THE297CP during the provision of the Service and during the term of the Contract will remain the exclusive property of THE297CP or third parties who have granted the rights to use them. THE297CP grants the CUSTOMER a non-exclusive license to use such elements only in accordance with this Agreement and during its term. With the exception of the aforementioned elements made available to the CUSTOMER by THE297CP during the provision of the Service, the CUSTOMER shall remain solely responsible for acquiring all authorisations and rights to use the elements and Content (data, software, applications, systems, websites, etc.) that it uses and operates in connection with the Service.

The CUSTOMER and the Users will keep all the intellectual property rights over their respective Contents, which will only be used by THE297CP when necessary for the provision of the Service. Without prejudice to the mandatory legal provisions that may be applicable, the CUSTOMER is not authorised to decompile, disassemble or reverse engineer the software, source code and algorithms used in connection with the Service.

CUSTOMER acknowledge and agree that THE297CP or its licensors own all legal rights and interests in and to the Service, including but not limited to the graphics, user interface, scripts and software used to implement the Service, and any software provided to CUSTOMER as part of or in connection with the Service (the "Software"), including all intellectual property rights contained in such Software, whether registered or unregistered, anywhere in the world. CUSTOMERS further agree that the Service (including the Software or any part thereof) contains confidential and proprietary information protected by intellectual property and other applicable laws, including but not limited to copyright laws. CUSTOMERS agree not to use such proprietary information in any way except to use the Service in accordance with this Agreement. CUSTOMERS may not reproduce, by any means or in any form, any portion of the Service, except as expressly permitted by these Terms.

• TERM

The term of this Agreement (including the access and licenses granted herein) shall begin on the Effective Date and shall expire upon the expiration or termination of the License. This Agreement may be terminated prior to the expiration or termination of the subscription only in accordance with this Section 8.

• TERMINATION

1.  Termination for Convenience.  Either party may terminate this Agreement with 60 days’ prior written notice to the other party. The termination shall take effect upon the expiration of the term that is in effect on the last day of the notice period. CUSTOMER shall send such notices to legal@the297cloudplatform.com. Any Fees due and payable under the agreement during the notice period shall remain so due and payable.

• Termination by THE297CP. In certain circumstances, THE297CP may immediately terminate or suspend all or part of CUSTOMER Account or access to the Service at any time without notice. Termination may be for a variety of reasons, including but not limited to: (a) violations of this Agreement or any other policy or guideline referenced herein or posted on the Service; (b) a request from CUSTOMER to terminate CUSTOMER Account; (c) a request or order from a law enforcement authority, judicial or other government agency; (d) the unlawful provision of the Service to CUSTOMER; (e) unexpected technical or security problems; (f) CUSTOMER participation in fraudulent or illegal activities. THE297CP will carry out such terminations or suspensions in its sole discretion and shall not be liable to CUSTOMER or any third party for any damages that may result or arise as a result of the termination or suspension of CUSTOMER Account or access to the Service. In addition, THE297CP may terminate CUSTOMER Account upon 15 days prior notice to CUSTOMER at the email address associated with the Account if (a) the Account has been inactive for one (1) year; or (b) there is a general suspension of the Service or any part thereof.Notice of general discontinuance of the Service will be provided as set forth herein, unless it is unreasonable to do so due to circumstances arising from enforcement of legal, regulatory or governmental action; resolution of user security, privacy or technical integrity issues; prevention of Service interruptions to other users; or response to a natural disaster, catastrophic event, war, or other similar occurrence beyond THE297CP's reasonable control.

• Effects of Termination. Upon termination or expiration of the Contract: (i) the granted License shall end forthwith, and CUSTOMER shall delete the Software from its computers and refrain from any further use of the Service; (ii) CUSTOMER shall no longer have access to the data stored in the Software, THE297CP account and THE297CP Management Console. CUSTOMER shall be solely responsible for exporting the data – as far as possible – prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. THE297CP shall not be obligated to any further release of data. (iii) THE297CP’s right to use non-personal or anonymous data in accordance with the agreement shall survive the termination and remain unaffected. CUSTOMER’s data that is processed for the purpose of performance of the Contract shall be deleted in compliance with applicable law, the Contract and the Data Processing Agreement, unless THE297CP is obligated by law to store it. If deletion is only possible with unreasonable efforts (e.g., in backups), THE297CP shall be entitled to retain such data and restrict further processing.

• LIABILITY

8.1 Limitation of Liability

THE297CP warrants that it can enter into this Agreement and that it has the right to grant the Software licenses as set forth herein. THE297CP also warrants that the Service will operate substantially in accordance with the specifications set forth in the Documentation, under ordinary operating circumstances, for a period of 30 days following the Effective Date. If CUSTOMER notify THE297CP in writing of a breach of this warranty during the period set forth above, then (i) THE297CP will correct, repair, or replace the Software within a reasonable time; or (ii) if THE297CP determines that such correction, repair, or replacement is not feasible, CUSTOMER may terminate this Agreement on written notice to THE297CP, and CUSTOMER will be entitled to a refund any pre-paid Fees for such non-compliant Software. The foregoing options constitute THE297CP entire liability and CUSTOMER sole remedy in the event of a breach of the foregoing warranties. The foregoing warranties do not apply to Third-Party Products or to SDKs/APIs. Further, the warranties set forth in this Subsection 8.1 do not apply if (i) the Software has not been used in accordance with the terms and conditions of this Agreement, the Documentation, or applicable laws; (ii) the Software has been used for a purpose or application for which it was not intended; (iii) the breach is a result of any act or omission by CUSTOMER or any third party (including, but not limited to, alteration, abuse, or damage) or by the use of any materials supplied by CUSTOMER or any third party; (iv) the breach has been caused by CUSTOMER failure to apply updates or upgrades, or to comply with any recommendation or instruction of THE297CP; or (v) the breach results from any cause outside of THE297CP reasonable control.

8.2 Liability Disclaimer

Under no circumstances shall THE297CP be liable under or in connection with this Agreement for:

a) the CUSTOMER's or any third party's use of the Services in breach of the terms and conditions of the Agreement;

b) the non-performance, failure, interruption, malfunction or unavailability of the Service as a result of a third party (other than THE297CP's subcontractors), the CUSTOMER or a CUSTOMER's breach of any obligation under this Agreement;

c) indirect or consequential loss or damage;

d) loss of business (including, without limitation, commercial damage, lost orders, operating losses), loss of profits, loss of reputation, damage to the THE297CP's image, loss of actual or anticipated profits, loss of contracts or CUSTOMERs, loss of opportunity, loss of goodwill, loss of, damage to or corruption of data (such as untimely disclosure of confidential information relating thereto as a result of system vulnerability or hacking, legal action by a third party against the CUSTOMER etc.), in each case regardless of whether any of the types of loss or damage listed in this paragraph D) is direct, indirect or consequential. ), in each case, regardless of whether any of the types of loss or damage listed in this paragraph D) is direct, indirect or consequential.

e) the loss, disclosure or unlawful or fraudulent use of Users' authentication credentials by the User or a third party;

f) suspensions of access, or temporary or permanent suspension of the Services operated in accordance with clause 7 of these General Conditions of Service (in particular, a request issued by a legal authority or a competent judicial authority);

g) the loss, damage or alteration of all or part of the Content (including information, data, applications, files or other items) hosted on the Infrastructure, provided that THE297CP is not responsible for the continuity of the CUSTOMER's activities and, in particular, backup operations;

h) the inadequacy of the Services to the CUSTOMER's needs (particularly in relation to the sensitivity of the relevant data);

i) security incidents related to the use of the Internet, in particular in case of loss, alteration, destruction, disclosure or unauthorised access to data or information of the CUSTOMER on or from the Internet; and by

j) damage to systems, applications and other items installed by the CUSTOMER on the Infrastructure.

THE297CP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED TO THE CUSTOMER. THE CUSTOMER ACKNOWLEDGES THAT NEITHER THE297CP, NOR ITS RESPONSIBLE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES INDIRECTLY ARISING OUT OF THE CONTRACT, EXCEPT FOR DIRECT CONSEQUENCES CAUSED BY THE PERSONAL FAULT OF THE297CP OR ITS REPRESENTATIVES. THIS CLAUSE SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

FURTHERMORE, IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE PERMITTED, THE297CP, ITS AFFILIATES, ITS SUPPLIERS OR ITS DISTRIBUTORS SHALL NOT BE LIABLE FOR:

1. INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR

2.   LOSS OF USE, DATA, BUSINESS OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS SHALL APPLY WHETHER OR NOT THE297CP OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF CUSTOMER USE THE SERVICES FOR ANY COMMERCIAL, PROFIT OR RESALE PURPOSE, THE297CP, ITS AFFILIATES, ITS SUPPLIERS OR ITS DISTRIBUTORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY. NEITHER THE297CP NOR ITS AFFILIATES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF USERS OF THE SERVICES.

9. NO WARRANTY FOR FREE LICENSE

Software and Server Services under Free License are provided as-is. THE297CP assumes therefore no maintenance obligations and no warranty in relation to CUSTOMER holding a Free License, except in the case of fraudulent concealment of defect.

 10. DATA PROTECTION

THE 297 shall comply with its obligations under applicable data protection laws and shall maintain appropriate administrative, physical, technical, and organizational measures that ensure an appropriate level of security for CUSTOMER’s Data. CUSTOMER acknowledges and agrees that any Personal Data contained in its Data is voluntarily provided by CUSTOMER solely based on how he chooses to use the Services.

11.GOVERNING LAW AND JURISDICTION

This contract and the general terms and conditions are subject to Spanish law. The parties agree that any dispute relating to the execution of the attached contract shall be resolved under the auspices of Spanish law and shall be submitted to the District Court of Madrid if no amicable agreement is reached.

        12.ASSIGNEMENT 

CUSTOMER may not assign any of CUSTOMER rights under this Agreement without the prior written consent of THE297CP. Any purported assignment or delegation in violation of this clause shall be null and void. An amalgamation, merger, change in control, re-organization, or other similar transaction by CUSTOMER (including, but not limited to, an asset sale, stock sale, reverse merger, or reverse triangular merger) shall require THE297CP consent pursuant to this clause. Furthermore, for the purposes of this Agreement, (i) the acquisition of an equity interest in CUSTOMER of greater than 50 percent by any third party, or (ii) the acquisition of an equity interest by CUSTOMER of greater than 50 percent of any third party, shall be considered an “assignment.”  THE297CP may assign this Agreement to any third party that succeeds to THE297CP’s interests in the Software and assumes the obligations of THE297CP hereunder, and THE297CP may assign its right to payment hereunder or grant a security interest in this Agreement or such payment right to any third party. Except as otherwise expressly provided herein, no third party is or shall be a beneficiary of this Agreement, and no third party (including, but not limited to, a CUSTOMER or Affiliate) shall have the right to enforce this Agreement.

13. DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN THE CONTRACT ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE297CP MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

14.FORCE MAJEURE

THE297CP will not be responsible or liable to CUSTOMER, deemed in default or breach hereunder, or subject to any claim for any damages or loss by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is caused by or due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, the public enemy, embargo, natural disaster, acts of God, flood, fire, severe weather, sabotage, outages or interruptions in the availability of electrical power, heat, light, air conditioning, Internet, or CUSTOMER equipment, loss and destruction of property, expropriation or confiscation of facilities, or any other circumstances or causes beyond THE297CP's reasonable control.

15. ENTIRE AGREEMENT

This Agreement constitutes the sole and entire agreement between CUSTOMER and THE297CP with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

16.AGREEMENT UPDATES

THE297CP may update this Agreement from time to time. THE297CP will post the updated version on its website or otherwise provide CUSTOMER notice thereof. If CUSTOMER do not agree to the updated terms, CUSTOMER shall notify THE297CP in writing within 30 days following the update, and CUSTOMER shall have the opportunity to terminate the Agreement and receive a refund of any pre-paid Fees for the unused portion of the subscription set forth the Order Form at the time of the termination. CUSTOMER failure to provide such notice, and/or CUSTOMER continued use of the Services for more than 30 days following the update, shall constitute CUSTOMER acceptance of any updated terms.