Effective Date: November 29, 2022
PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.
Welcome to Stylo! These Terms of Service (these “Terms”) form a binding legal agreement between Stylo, Inc., a Delaware corporation (“Stylo”, “we”, “us”, or “our”) and you regarding the use of (a) the website located at askstylo.com (the “Website”), and (b) our underlying technology platform, our mobile apps, and our services and offerings available on the foregoing, including without limitation our analytics and insights software-as-a-service licensed to Users (collectively, our “Platform”, and together with the Website, the “Services”). “Users” means visitors and users of the Services.
Please review these Terms carefully. By accessing or using the Services, including without limitation by submitting an Order Form (as defined herein) or your Registration (as defined herein), you agree to be bound by these Terms. We may update these Terms from time to time in our discretion. We will always keep the current version of these Terms posted on the Website. By using the Services after a new version of these Terms have been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must immediately cease your use of the Services. If we modify these Terms during the Initial Subscription Period (as defined herein) or any Renewal Period (as defined herein) for Services that you ordered from us, the modified Terms will not apply to you until the following Renewal Period.
You will be provided with access to the Platform promptly after the effective date (the “Agreement Effective Date”) of your Order Form or your registration of your account on the Platform (your “Registration”). The Order Form, your Registration and these Terms are hereinafter collectively referred to as the “Agreement”). The Subscription Term (as defined herein) for your use of the Platform will begin on the Agreement Effective Date and continue for the duration of the Initial Subscription Term set forth in your Order Form or your Registration. Thereafter, the Initial Subscription Period will automatically renew for consecutive terms equal to the term of the Initial Subscription Period (each, a “Renewal Period”), unless and until either party delivers to the other party written notice of its intent not to renew the Agreement no later than sixty (60) days prior to the start of a Renewal Period. The Initial Subscription Term and any and all Renewal Periods are herein referred to as the “Subscription Period”.
PAYMENT TERMS AND TAXES
You will pay the Total Subscription Fees set forth in your Order Form or your Registration for the Initial Subscription Period. The Total Subscription Fees shall also be paid to Stylo for each Renewal Period, as applicable; provided, however, we reserve the right to increase the Total Subscription Fees applicable to any Renewal Period upon written notice provided to you at least sixty (60) days prior to the commencement of the next Renewal Period. The Total Subscription Fees applicable to the Agreement are exclusive of any sales, use, excise, and other taxes, as well as applicable export and import fees, customs duties, and similar charges, if any, that we are obligated to collect, except for taxes based on Stylo’s net income. To the extent we are not so obligated, all such taxes are your responsibility.
Subject to the terms and conditions of the Agreement, including the payment by you of all fees pursuant to the FEES, PAYMENTS AND SUSPENSION OF SERVICES Section herein, we hereby grant to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable (except as provided in the ASSIGNMENT Section) license during the Subscription Period to access and use the Platform, in connection with a Platform subscription as designated on the Order Form or your Registration, solely for your internal business purposes, and to use and make a reasonable number of copies of the Documentation (as defined herein) solely for your internal business purposes in connection with your use of the Platform. We shall deliver the Platform electronically, on tangible media, or by other means on a date agreed to by the parties. “Documentation” means our user manuals, handbooks and installation guides, if any, relating to the Platform made available by us to you.
RESTRICTIONS ON USE
You shall not use the Services or Documentation for any purposes beyond the scope of the license granted in the Agreement. We are not responsible for the conduct of any User. You will act in a professional, respectful, ethical, and lawful manner when using the Services. Without limiting the foregoing and except as otherwise expressly set forth in the Agreement, you shall not, and shall not permit any Authorized User (as defined herein) or other party to (a) reverse engineer, disassemble, or decompile any component of the Services; (b) rent, lease, lend, sell, sublicense or otherwise distribute any of your rights under the Agreement (except as expressly authorized hereunder) or otherwise use the Platform for or to operate a service bureau, application service provider service, or any software-as-a-service offering in any way related to the Agreement; (c) modify, copy or make derivative works based on any part of the Platform or Documentation; (d) use the Services to build a competitive offering; (e) remove any proprietary notices from the Services or Documentation, or any information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Services; (f) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Services or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (g) post or transmit any content, submit any requests, or otherwise behave in any manner, that is or are discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (h) send unsolicited advertisements; (i) impersonate any person or misrepresent your identity or affiliation; (j) use the Services in a way that is not for its intended purposes or that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; (k) provide any false or misleading information or any information that you do not have the right to provide; or (l) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. “Authorized Users” means your employees and authorized independent contractors for whom you have permitted to use your subscription to the Platform, the maximum permitted number of which is as set forth in the Order Form or your Registration.
OPEN SOURCE SOFTWARE
Certain software code incorporated into or distributed with the Platform may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in the Agreement, the Open Source Software is not licensed under the LICENSE Section herein, and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
You shall own all Customer Data (as defined herein) and Usage Data (as defined herein). You may choose to log your Customer Data in your sole discretion. We will collect and store Customer Data and Usage Data, and you hereby grant to Stylo a royalty-free, non-exclusive license, with the right to sublicense to our affiliates, to use the Customer Data and Usage Data, in aggregate and anonymous format only, for any business or commercial purpose, including statistical analysis with respect to usage and traffic patterns, improving and training the Platform, in connection with the further development of the Platform, or for marketing purposes. STYLO HAS NO LIABILITY UNDER THE AGREEMENT FOR THE PROTECTION OF CUSTOMER DATA AND USAGE DATA EXCEPT TO THE EXTENT RESULTING FROM OUR BREACH OF THIS CUSTOMER DATA SECTION. “Customer Data” means any data or information provided by you to Stylo for your use of the Platform. “Usage Data” means any usage data and statistics collected by Stylo resulting from your use of the Platform.
Subject to your compliance with the Agreement, we will provide you with the following support services: (i) we will provide Authorized Users with email support (email@example.com) for use by Authorized Users Monday through Friday, 9am – 5pm EST, US holidays excluded, for problem resolution assistance, and we will respond to all support requests within two (2) business days; and (ii) during the Subscription Period, we will provide you with updates and enhancements that we generally offer for no additional fees to other subscribers of the Platform. Major Improvements to the Platform that we offer for additional fees will not be automatically provided to you. “Major Improvements” means material feature changes or improvements that we offer our customers for additional fees. We will have no responsibility or liability of any kind, whether for breach of warranty or otherwise, arising or resulting from: (a) your or Authorized Users’ use of any version of the Platform other than the then-current unmodified version provided to you; (b) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by us; (c) nonconformities resulting from abuse, negligence, or improper or unauthorized use of all or any part of the Platform; (d) problems or errors caused by your, or other third parties’, products, services or equipment; or (e) material modification, amendment, revision, or change to the Platform by any party other than Stylo or our authorized representatives. Any use of or reliance on data or data output contained in the Platform is your sole responsibility.
From time to time during the Subscription Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and] whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”).Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; (d) independently developed by the receiving party; or (e) required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding the foregoing, if the receiving party is required to disclose the disclosing party’s Confidential Information pursuant to a duly authorized subpoena, court order or other government authority, the receiving party will provide prompt written notice to the disclosing party prior to such disclosure so that the disclosing party may seek a protective order or other appropriate remedy.
On or as soon as reasonably practicable after the Agreement Effective Date, we will provide you the Platform to allow your Authorized Users to use and access the Platform. You agree to limit the access to and use of the Platform to the maximum number of Authorized Users included in your subscription for the Platform, and to ensure that all Authorized Users safeguard any usernames and passwords (“Credentials”) provided to them to use and access the Platform. You agree that you are responsible for all acts and omissions of Authorized Users and any activities conducted using their Credentials. You will notify us promptly if you learn of any unauthorized use of any Credentials or any other known or suspected breach of security related to the Platform. You are responsible for all activities that occur under your Authorized Users’ accounts, for Authorized Users’ compliance with the terms of the Agreement, and for all acts or omissions of such Authorized Users. You and your Authorized Users will be fully and completely responsible for all changes to and deletions of Customer Data logged or maintained within the Platform, as well as for the security of all Credentials required to use and access the Platform.
FEES, PAYMENT AND SUSPENSION OF SERVICES
All fees will be billed in advance, with payment due within thirty (30) days of receipt of invoice, unless otherwise agreed upon in the Order Form or your Registration. If you fail to make any payment when due, in addition to all other remedies that may be available: (i) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) we may suspend your license to the Platform for any period during which any payment owed to Stylo has not been made by you. We also reserve the right to charge you a reinstatement fee of no more than one (1) month’s subscription fee applicable to the suspended services in the event of suspension, at our sole discretion.
EXCEPT AS OTHERWISE EXPRESSLY STATED IN WRITING BY US, ALL PAYMENTS ARE NON-REFUNDABLE.
We retain all right, title and interest, including all intellectual property rights, in and to the Services, Documentation and all associated materials. Other than as expressly set forth in the Agreement, no licenses, subscriptions or other rights in the Services are granted to you.
You hereby grant Stylo and our affiliates a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use, reproduce, display, perform, modify, transmit, distribute, and create derivative works in any way we deem reasonable, without any attribution or accounting to you, any suggestions, enhancement requests, recommendations or other feedback provided by you or your Authorized Users relating to the Services.
TERM AND TERMINATION
The Agreement commences on the Agreement Effective Date and continues for the duration of the Subscription Period, unless earlier terminated in accordance with this Section. Except for breach of payment terms as specified in the FEES, PAYMENT AND SUSPENSION OF SERVICES Section, for which no notice period shall be necessary, either party may terminate the Agreement for a material breach by the other party of any of its terms and conditions upon a minimum of thirty (30) days written notice, provided the breach is not remedied during the notice period. Termination of the Agreement for cause shall result in automatic termination of your right to use the Services. In the event of any deprecation of any portion of the Platform, we will provide you with an updated version of the Platform with such portion deleted, and will notify you at least five (5) days in advance of providing such updated version. Upon receipt of the updated version of the Platform from us, you shall immediately cease use of the prior version of the Platform and use only the updated version of the Platform for the remainder of the Subscription Period. Upon any termination of the Agreement, you shall immediately discontinue all use of the Platform, and each party shall (i) immediately discontinue all use of the other party’s Confidential Information; (ii) delete the other party’s Confidential Information from its computer storage or any other media, including, without limitation, Customer Data, as applicable, but excluding Usage Data; (iii) return to the other party or destroy (with written certification), all copies of such other party’s Confidential Information then in its possession; and (iv) promptly pay all amounts due and remaining payable hereunder. The following Sections shall survive any termination of this Agreement: RESTRICTIONS; CUSTOMER DATA; CONFIDENTIALITY; OWNERSHIP; TERM AND TERMINATION; DISCLAIMER; INDEMNITY; LIMITATION OF LIABILITY; PUBLICITY; EXPORT COMPLIANCE; and GENERAL.
We represent and warrant that the Platform will substantially conform to the Documentation for the ninety (90) days following the date that the Platform is made available to you for your use. This warranty does not apply if the Platform (i) has been altered, except by Stylo or its authorized representative; (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by us; or (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident. In the event of a breach of this paragraph, as your sole and exclusive remedy, we shall repair, replace or cause the refund of the fees paid for the non-conforming Platform. This remedy is conditioned upon you reporting the non-conformance in writing within the warranty period.
We represent and warrant that prior to delivery of any Platform, we will use generally available commercial virus scanning technology to detect any known viruses contained within the Platform as delivered by us to you. We further represent, warrant and covenant that we will use commercially reasonable efforts to not introduce any virus into the Platform. In the event a breach of this paragraph, as your sole and exclusive remedy, we will use commercially reasonable efforts, at no charge to you, to assist you in eradicating and mitigating the effects of the virus; provided, however, you acknowledge and agree that we make no warranties with respect to our ability to eradicate or mitigate such effects of the virus.
If we are unable to correct any breach of this Section within thirty (30) days after receipt of your written notice, you may terminate the Agreement with respect to the Platform and receive a refund of the unearned portion of all amounts paid under the Agreement in respect of the Platform. Such refund will be payable within thirty (30) days after the effective date of termination of the Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN THE WARANTY SECTION HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WE DO NOT WARRANT, AND SPECIFICALLY DISCLAIM, THAT THE SERVICES AND DOCUMENTATION WILL BE ACCURATE, WITHOUT INTERRUPTION OR ERROR FREE.
If any action is instituted by a third party against you based upon a claim that the Platform, as delivered without modification and used as specified in all applicable documentation, infringes any third party’s U.S. intellectual property rights, we will defend such action at our own expense on your behalf and will pay all damages attributable to such claim which are finally awarded against you or paid in settlement. The prior sentence will not apply if the alleged claim arises, in whole or in part, from (a) a use or modification of the Platform by you in a manner inconsistent with any applicable documentation, or outside the scope of any right granted or in breach of the Agreement, (b) a combination, operation or use of the Platform with other software, hardware or technology not specifically authorized by Stylo, or (c) the Customer Data (the “Customer Indemnity Responsibilities”).
If the Platform is enjoined or, in Stylo’s determination is likely to be enjoined or otherwise infringing, we may, at our option and expense (a) procure for you the right to continue using the Platform, (b) replace or modify the Platform so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate your access to the Platform and refund any amounts previously paid for the Platform attributable to the remainder of the then-current term. This Section sets forth the entire obligation of Stylo and your exclusive remedy against Stylo for any claim that the Platform infringes a third party’s intellectual property rights.
If any action is instituted by a third party against Stylo or our affiliates (collectively the “Stylo Indemnitees”) relating to (i) your negligent or willful misconduct, (ii) your or Authorized Users’ use of the Platform or Documentation in a manner not authorized or contemplated by the Agreement, (iii) use of any version of the Platform other than the most current version of the Platform and Documentation delivered by us to you or (iv) Customer Indemnity Responsibilities, you will defend such action at your own expense on the Stylo Indemnitees’ behalf and will pay all damages attributable to such claim which are finally awarded against the Stylo Indemnitees or paid in settlement of such claim.
Any party that is seeking to be indemnified under the provision of this Section (an “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”) and (b) give the Indemnifying Party the sole control over the defense of such Claim.
LIMITATION OF LIABILITY
IN NO EVENT WILL STYLO OR OUR AFFILIATES BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF STYLO TO YOU FOR ALL CLAIMS, INCLUDING NEGLIGENCE, ARISING FROM OR RELATING TO THE AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED, THE TOTAL AMOUNT OF ALL FEES PAID BY YOU TO US UNDER THE AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
THE LIMITATIONS ON LIABILITY IN THIS SECTION WILL NOT APPLY TO ANY PAYMENT OBLIGATION UNDER THE FEES, PAYMENT AND SUSPENSION OF SERVICES SECTION, MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, OR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR PROVEN INEFFECTIVE. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.
Except with your prior written consent, we may not use any name, trademark, logo, or trade name of yours (or any contraction, abbreviation, adaptation, or other variant thereof), or the name or likeness of any of your employees or staff, in any news/press/publicity release, advertising, publication, promotional material, or other commercial communication. Notwithstanding the foregoing, we may identify you as a customer of ours, provided that we make no statement that could reasonably be construed as your endorsement of Stylo or the Platform.
We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.
The parties represent that, except as allowed under applicable U.S. Government export laws and regulations, no technical data, hardware, software, technology, or other information furnished under the Agreement by either party shall be disclosed to any foreign person, firm, or country, including foreign persons employed by or associated with you. Furthermore, both parties shall not allow any re-export of any technical data, hardware, software, technology, or other information furnished, without first complying with all applicable U.S. Government export laws and regulations. Prior to exporting any technical data, hardware, software, technology, or other information furnished hereunder, and receive the other party advance written approval. Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims, demands, actions, suits, proceedings, losses, damages, penalties, obligations, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising directly or indirectly from breaches of this provision by the other party.
All notices required by or relating to this Agreement will be in writing and will be sent by means of certified mail, postage prepaid, to you at the addresses set forth on the Order Form or your Registration; if to Stylo at: Chief Executive Officer, Stylo, Inc., 248 Duffield Street, #71, Brooklyn, NY 11201, or addressed to such other address as the receiving party may have given by written notice in accordance with this provision.
If you believe that any content on the Website infringes your copyrights or other intellectual property rights, please notify our designated copyright agent at firstname.lastname@example.org. Your notice must comply with the requirements of the DMCA by including the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) 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 of an exclusive right that is allegedly infringed.
If you repeatedly infringe third party copyrights (e.g., by submitting content without permission), whether proven or alleged, it is our policy to terminate your account on the Services.
THIRD PARTY SITES AND CONTENT
The Website may contain marketing materials provided by or promoting, and links to websites owned or operated by, third parties and their products and services. We do not control or endorse such parties, websites, products, or services, and we are not responsible for their content (whether included on a third-party site or the Website), nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such content. We have the right, but not the obligation, to review and modify or delete any content provided by third parties (including other users of the Services). Any views expressed in third-party content are the views of the applicable author and do not necessarily align with our views. We will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party content. We may be compensated by third parties for clicks, views, leads, referrals, or closed transactions, in exchange for preferred placement or listings, or otherwise.
The Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with, and governed by, the laws of the state of New York, without giving effect to such jurisdiction’s rules regarding conflicts of laws. The parties expressly agree that the exclusive jurisdiction for any claim or dispute arising from the Agreement resides in the federal and state courts located in New York City, New York, and each party consent to the personal jurisdiction thereof. You agree that Stylo may subcontract any aspect of our obligations under this Agreement to qualified third parties; provided that any such subcontracting arrangement will not relieve Stylo of any of our obligations hereunder. You and we acknowledge and agree that the relationship arising from the Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between you and us, and the parties are acting as independent contractors in making and performing the Agreement. The headings in the Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of the Agreement. Neither party may assign or transfer the Agreement without the other party’s prior written approval, except that Stylo may, upon written notice, assign this Agreement to an entity that acquires or is merged with us or that purchases all or substantially all of our assets. The Agreement sets forth the entire understanding between the parties related its subject matter and supersedes all prior oral and written understandings between the parties related thereto. Neither of the parties will be bound by any conditions, inducements or representations other than as expressly provided for in the Agreement. The Agreement will govern the relationship of the parties. Purchase orders provided by you including any additional or conflicting terms and conditions will be for administrative purposes only and will have no force or effect. In the event that any provision of the Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions will remain in full force and effect. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.
For more information or for help in answering any questions, please contact us at email@example.com.