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Terms of Service

Effective Date March 23, 2023

By signing up to our services (the "Services") and affirming that you (the entity agreeing to the terms, "you" or "Customer") agree to our terms of service through the sign-up process, you are entering into a master service agreement (the "Agreement") with the legal entity set out below, which shall be referred to as "we", "our", "us" or "uSpeedo".

The account creator represents and confirms to uSpeedo that you are the duly authorised representative and signatory of the Customer to act for and on behalf of the Customer to enter into the Agreement and accepts the General Terms of Services and all other terms, as set out bellow. All information provided is complete and accurate. The Agreement shall be effective on the date at which time the account is created and verified.

uSpeedo and Customer are together referred to as the "Parties" and each a "Party".

In consideration of the terms and covenants set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows.

  1. uSpeedo's Services. uSpeedo offers a variety of communication-enabling services ("Services") described at https://uspeedo.com(the "Site"), which include its APIs, SDKs, software, code snippets, documentation, technical support, the Site itself provided through uSpeedo's proprietary platform.

  2. Customer Account. To access and use certain Services, Customer must create an account ("Account") on the Site. Customer shall provide accurate, complete, and current Account information and, as applicable, timely update the same. Customer is solely responsible for the activity that occurs on its Account (which includes its sub-accounts), and for keeping its Account password secure. uSpeedo will not be liable for losses caused by any unauthorized use of the Account; Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must notify uSpeedo promptly of any change in Customer's eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or any known unauthorized use of Customer's Account. Upon termination of this Agreement, Customer may delete its Account by emailing support@uspeedo.com. Notwithstanding deletion of Customer's Account, uSpeedo may retain Customer data as reasonably necessary for compliance with applicable law.

  3. Fees and Payment

  • a. Paid Services. Customer agrees to pay for its use of the Services as set forth on the pricing page on the Site, as may be updated from time to time, except and only to the extent Customer has entered a separate written agreement or addendum with uSpeedo or formal emails confirmed by both parties for special pricing on certain Services and/or country-specific pricing.uSpeedo reserves the right to change pricing from time to time, effective upon notice to Customer; such notification may be provided via emails. Customer's continued use of the Services after a price change becomes effective constitutes Customer's agreement to pay the changed amount. Notwithstanding the foregoing, the Services shall be subject to the initial pricing (the "Custom Pricing") and other terms.
  • b. Billing. Customer shall pay in advance for the Services in the currency specified by uSpeedo. Some of the Services may accept recurring period charges as agreed to by Customer on the Site. By choosing such auto-reload payment plan, Customer acknowledges that such Services have a recurring payment feature and Customer accepts responsibility for all recurring charges prior to cancellation. CUSTOMER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR ITS BILLING ACCOUNT. IF CUSTOMER HAS REQUESTED AUTO-RELOAD PAYMENTS, CUSTOMER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP ITS BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND CUSTOMER MUST PROMPTLY NOTIFY uSpeedo OR ITS PAYMENT PROCESSOR IF CUSTOMER'S PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF CUSTOMER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF CUSTOMER'S USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN THE ACCOUNT DASHBOARD. IF CUSTOMER FAILS TO PROVIDE ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT uSpeedo MAY CONTINUE CHARGING CUSTOMER FOR ANY USE OF PAID SERVICES UNDER THE BILLING ACCOUNT UNLESS CUSTOMER HAS CANCELLED AUTO-RELOAD OR TERMINATED ITS PAID SERVICES AS SET FORTH ABOVE.
  • c. Taxes. Unless otherwise provided on the pricing page on the Site, all charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings ("Taxes"). Customer will be solely liable for and will pay upon demand all Taxes associated with Customer's access to and use of the Services. Customer may present uSpeedo with an exemption certificate eliminating Customer's and uSpeedo's liability to pay certain Taxes. Once uSpeedo has received and approved the exemption certificate, Customer shall be exempt from those Taxes on a going-forward basis. If, a taxing jurisdiction determines that Customer is not exempt from Taxes and assesses those taxes, Customer shall pay those Taxes to uSpeedo plus any applicable interest or penalties.

  1. License. Subject to Customer's compliance with this Agreement, uSpeedo hereby grants Customer a limited, revocable, personal, non-exclusive, non-transferable, non-sublicenseable license until this Agreement or Customer's Account is terminated (the "Term") to (i) use the documentation and APIs uSpeedo makes available to Customer to create an original application that interfaces with the Services ("Customer Application"), and (ii) make the Services available to Customer's end users ("End Users") through the Customer Application. The foregoing license shall extend to Customer Affiliates, provided that such Customer Affiliates are acting via Customer's Account and provided further that Customer remains jointly and severally liable for all acts and omissions of its Affiliates. An "Affiliate," with respect to a Party, means any entity that controls, is controlled by, or is under common control with that Party.

  2. Restrictions. Customer shall not, and shall ensure that its End Users and Affiliates do not, and shall not authorize, assist or enable any other third party to:

  • a. Transfer, resell, lease, license, or otherwise make available the Services to third parties, except for Customer's use of the Services to provide its Customer Application to third parties as set forth in Section 4;
  • b. Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions;
  • c. Alter, modify, translate, or otherwise create derivative works of any part of the Services, except as may be authorized by specific licensing terms accompanying certain software or software development kits;
  1. Intellectual Property.
  • a. Customer's Application and Application Content. As between Customer and uSpeedo, Customer owns and reserves all right, title and interest in Customer Applications, and any content originally transmitted by Customer or its End Users via the Customer Applications ("Application Content"). Customer authorizes uSpeedo to use the Application Content to provide the Services and perform in accordance with this Agreement.
  • b. Suggestions. Customer's suggested improvements to and feedback regarding the Services are not Confidential Information (as defined below), and Customer grants to uSpeedo an unrestricted, irrevocable, fully paid-up, and non-exclusive right to use such suggestions and feedback for any purpose.
  • c. uSpeedo Services and uSpeedo Content. uSpeedo owns and reserves all right, title and interest in and to the Services and all improvements, modifications and derivative works thereof. Other than the Customer Application and Application Content, all content made available through the Site or the Services (collectively, "uSpeedo Content") are as between Customer and uSpeedo owned by uSpeedo.
  • d. Publicity. Except as explicitly granted herein, neither Party is granted a license or other right (express, implied or otherwise) to use any trademarks, copyrights, service marks, logos, trade names, patents, trade secrets or other form of intellectual property of the other Party or its Affiliates without the express prior written authorization of the other Party.
  • e. Notices and Restrictions. The Services may contain uSpeedo Content specifically provided by uSpeedo, uSpeedo's partners, uSpeedo's customers, or other third parties that is subject to and protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws under international conventions. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any uSpeedo Content accessed through the Services.

  1. Confidentiality. "Confidential Information" means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. "Confidential Information" does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party's rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement (and for uSpeedo to provide the Services) and it will not disclose such information to any third party without the other Party's prior written consent, except as otherwise permitted hereunder or for uSpeedo to provide the Services or make other disclosures identified in the Privacy Policy. Each Party agrees to exercise due care in protecting the other Party's Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this Section. In addition, uSpeedo may disclose this Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy.

  2. Warranties and Disclaimers.

  • a. Representations. uSpeedo represents and warrants to Customer that it (i) has the corporate power and authority to enter into this Agreement and perform its obligations hereunder, and (ii) is authorized to do business and provide the Services.
  • b. Customer. Customer represents and warrants to uSpeedo that Customer: (i) has the right, power, and ability to enter into and perform under this Agreement; (ii) has all necessary rights and consents to grant the rights and licenses granted under this Agreement, and to allow uSpeedo to provide the uSpeedo Services; (iii) will comply with all Laws applicable to its business and its use of the uSpeedo Services; (iv) will comply with, and ensure that its third party service providers comply with, PCI-DSS and PA-DSS, as applicable; (v) will comply with the Financial Services Terms, Payment Terms and Payment Method Rules applicable to Customer’s use of the uSpeedo Services; (vi) does not and will not conduct a Restricted Business or transact with any Restricted Business, unless uSpeedo provides prior written consent; (vii) will ensure that its employees, contractors and agents will at all times comply with the terms of this Agreement; (viii) will not engage in activity that any uSpeedo identifies as damaging to its brand; and (ix) will only use the Payment Methods for bona fide commercial transactions with its Customers. Customer also represents and warrants to uSpeedo that the Customer Information is and will at all times be complete and accurate.
  • c. Assumption of Risk. uSpeedo has no special relationship with or fiduciary duty to Customer. Customer acknowledges and agrees that uSpeedo has no control over and has no duty to take any action regarding and shall have no liability for acts, faults or omissions of any third party telecommunications systems, networks or operators (including, without limitation, suspension or termination of uSpeedo's connections, or faults in or failures of their apparatus or network), in the jurisdictions in which it operates.
  • d. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND uSpeedo CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G., AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.uSpeedo, AND uSpeedo'S SUPPLIERS, PARTNERS AND LICENSORS, AND EACH OF uSpeedo'S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) ANY CONTENT OR SOFTWARE AVAILABLE ON OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (IV) THE CONTENT ON THE SITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, APPROPRIATE, COMPLIANT, OR COMPLETE, OR (V) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. CUSTOMER'S USE OF THE SERVICES IS SOLELY AT CUSTOMER'S OWN RISK. uSpeedo DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SERVICES, AND uSpeedo WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES."IN NO EVENT SHALL uSpeedo BE LIABLE TO THE Customer FOR ANY LOSS OF USE, LOSSES DUE TO FORCE MAJEURE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF CUSTOMERS, LOST PROFITS, LOST REVENUES OR ANTICIPATED SAVINGS OR EARNINGS, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF uSpeedo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE USE OF, OR INABILITY TO USE THE SERVICES, OR THE PERFORMANCE OR FAILURE TO PERFORM BY uSpeedo OF ANY PROVISION OF THIS SERVICE AGREEMENT, WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OF uSpeedo, ITS AFFILIATES, EMPLOYEES OR AGENTS.
  • e. Reservation of Rights. uSpeedo reserves the right, but is not obligated, to monitor and audit Customer's use of the Services for any reason or no reason, without notice, to ensure Customer's compliance with this Agreement.uSpeedo reserves the right, but is not obligated, to reject, refuse to transmit or post, block, or remove any posting (including Application Content), or to restrict, suspend or terminate Customer's access to all or any part of the Services at any time if Customer has violated this Agreement or to prevent harm to uSpeedo's business or reputation. uSpeedo also reserves the right to access, read, preserve, and disclose any information that uSpeedo reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental or agency request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of uSpeedo its customers, its customers' end users, and/or the public. Customer agrees to provide uSpeedo with reasonable information uSpeedo reasonably requests to investigate and resolve problems relating to Customer's Account.
  • f. Data Security. uSpeedo agrees to use commercially reasonable efforts to safeguard the security of Customer data it handles, stores, processes or transmits within its reasonable span of control in accordance with applicable law. If uSpeedo discovers or is notified of a breach of security relating to Customer data, uSpeedo shall promptly (a) notify Customer of such breach; and (b) if the applicable Customer data was within the reasonable span of control of uSpeedo at the time of such breach, uSpeedo shall: (i) use commercially reasonable efforts to mitigate the effects of the breach or potential breach; and (ii) take commercially reasonable steps to institute safeguards that are designed to prevent or attempt to prevent the reoccurrence of such breach or potential breach.
  • g. Deletion of Customer Data. Except as agreed by uSpeedo and Customer in writing, uSpeedo may periodically delete Customer's data including any Application Content Further, data storage is not guaranteed by uSpeedo and uSpeedo shall not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that Customer may incur relating to the loss or deletion of Customer's data.
  • h. Privacy Policies. Each party will conspicuously post on its website a privacy policy that complies with applicable Law. Each party will comply with its privacy policy. Where Customer provides uSpeedo with Personal Data about Users, or authorizes uSpeedo to collect Personal Data about Users (including Data that uSpeedo may collect directly from Users using cookies or other similar means), Customer must obtain all necessary rights and consents from the Users to enable uSpeedo to collect, use, retain and disclose the Personal Data in accordance with the uSpeedo Privacy Policy.
  • i. uSpeedo Data Usage. uSpeedo uses Data only to: (i) provide the Services; (ii) mitigate fraud, financial loss, or other harm; and (iii) analyze and improve uSpeedo’s products, systems, and tools.
  • j. Data Processing. uSpeedo will at all times comply with the provisions of applicable data protection law. If uSpeedo processes any Personal Data on Customer’s behalf when performing its obligations under this Agreement, the parties agree that it is intended that Customer shall be the data controller and uSpeedo shall be the data intermediary in relation to that data. uSpeedo shall process the Personal Data only in accordance with the terms of this Agreement and uSpeedo will: (i) implement appropriate technical and organizational measures to protect the Personal Data that uSpeedo processes; and (ii) not retain Personal Data for longer than necessary in order to fulfill the purposes set out in this Agreement. As data intermediary, uSpeedo may appoint sub-processors for parts of its processing of Personal Data, provided however, that the sub-processor assumes the same obligations as are imposed on uSpeedo as data intermediary. Customer acknowledges that uSpeedo is reliant on Customer for direction as to the extent to which uSpeedo is entitled to use and process the Personal Data Customer provides to uSpeedo. Consequently, uSpeedo will not be liable for any claim brought by a data subject arising from any action or omission by uSpeedo, to the extent that such action or omission resulted from Customer’s instructions.
  • k.Promotional Messages.The Customer is prohibited from sending Promotional Messages to any Recipient except in accordance with this Clause.The Customer agrees that if it intends to send a Promotional Message to a Recipient, it must obtain the express consent of such Recipient to receive the Promotional Message prior to sending the Message to that Recipient. If required by uSpeedo, the Customer must provide the express consent received from the Recipient to uSpeedo.If uSpeedo receives a complaint from a Recipient about the Recipient receiving a Promotional Message from the Customer or if uSpeedo believes that a Message (or the contents of a Message) may breach an Applicable Law, then uSpeedo may (in any order): (i) notify the Customer in writing of the complaint received; (ii) require the Customer to respond to the complaint received; (iii) block the Customer from sending any further Promotional Messages or Messages to uSpeedo and/or the Recipient until the matter has been resolved; (iv) direct the Customer to cease sending Promotional Messages or Messages to uSpeedo and/or the Recipient; and/or (v) charge the Customer for any costs associated with handling Recipient complaints or inquiries.If uSpeedo receives a complaint from a Recipient about the Recipient receiving a Promotional Message from the Customer or if uSpeedo believes that a Message (or the contents of a Message) may breach an Applicable Law, then the Customer must: (A) investigate the Promotional Message or Message which may be in breach of an Applicable Law; (B) respond to uSpeedo within five (5) working days of receiving a notification from uSpeedo sent in accordance with Clause (i); and (C) comply with any direction received from uSpeedo in accordance with Clause (iv), including by ceasing the transmission of Promotional Messages or Messages which may be in breach of an Applicable Law to uSpeedo and notify uSpeedo as soon as the transmission has ceased.The Customer acknowledges that if uSpeedo exercises its rights in accordance with Clause (iii) and/or (iv), uSpeedo will, in its sole discretion, determine when it recommences transmitting Messages on behalf of the Customer and/or notify the Customer that it may recommence sending Messages to uSpeedo and/or the Recipient.
  1. Suspensions and Terminations.
  • a. Termination for Convenience. Customer may terminate its use of the Services any time for any reason, and may close its Account after paying off all the bill by following the instructions on the Site or by contacting uSpeedo at support@uspeedo.com.
  • b. Suspension of Services. Termination for Cause. uSpeedo may suspend Customer's right to use the Services or terminate this Agreement in its entirety (and, accordingly, Customer's right to use the Service), for cause: (A) if Customer is in breach of this Agreement and has failed to cure such breach within thirty days after written notice thereof, or (B) immediately (i) if Customer has violated or uSpeedo has reason to believe Customer has violated or has encouraged others to violate any provision of the AUP（Acceptable Use Policy）, (ii) upon Customer's liquidation, commencement of dissolution proceedings, disposal of Customer's assets, failure to continue Customer's business in the ordinary course, assignment for the benefit of creditors, or if Customer becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding, or (iii) if Customer is in default of any payment obligation with respect to any of the Services or if any payment mechanism Customer has provided to uSpeedo is invalid or charges are refused for such payment mechanism.
  • c. Effect of Suspension. Upon uSpeedo's suspension of Customer's use of or access to any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by Customer, notwithstanding the suspension, (ii) Customer remains liable for all fees, charges and any other obligations Customer has (or Customer's Account has) incurred through the date of suspension with respect to the Services, and (iii) all of Customer's rights with respect to the Services will be terminated during the period of the suspension.
  1. Miscellaneous.
  • a. Entire Agreement; Headings. This Agreement constitutes the entire agreement between Customer and uSpeedo with respect to the Site and Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and uSpeedo with respect thereto. The section and paragraph headings in this Agreement are for convenience of reference only and shall not affect their interpretation. No oral or written information or advice given by uSpeedo or its employees and other representatives will create any obligations or warranty on behalf of uSpeedo unless otherwise agreed in a writing signed by an authorized uSpeedo representative. In the event that the Parties have executed versions of this Agreement drafted in more than one language, the English language version shall govern and prevail.
  • b. Modifications/Waivers. uSpeedo may make changes to this Agreement in order to comply with changes to relevant Laws and standards (including PCI-DSS), as well as the Payment Method Rules. Where this occurs, uSpeedo will provide Customer with as much notice as is reasonably possible prior to implementing the relevant change. Except as expressly provided elsewhere in this Agreement, this Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent or confirmation on uSpeedo's behalf may only be given by an authorized signatory of uSpeedo. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
  • c. Force Majeure. Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party's reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic or communications failures or degradation. Either Party's invocation of this clause will not relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided herein.
  • d. Notices. Customer hereby authorizes uSpeedo to send notices to Customer relating to this Agreement (e.g., Service updates, notices of breach and/or suspension) via email to the email address Customer provides to uSpeedo in Customer's Account, in addition to the other means and methods set forth in this Agreement. It is Customer's responsibility to keep Customer's email address current, and Customer will be deemed to have received any email sent to the last known email address uSpeedo has on record for Customer. Notices that uSpeedo sends to Customer via email will be deemed effective upon uSpeedo's sending of the email. Notice is effective one business day after sending the email.
  • e. Assignment. This Agreement inures to and is binding upon the Parties' successors and permitted assignees. Neither Party shall assign this Agreement without the other Party's prior written consent, not to be unreasonably conditioned, withheld or delayed; provided that such assigning Party may, without consent, but with reasonable prior written notice, assign its rights and obligations hereunder to any parent, affiliate or subsidiary of such assigning Party or pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets; provided, further, that with respect to an assignment by Customer, (i) the successor shall not provide services that compete with uSpeedo; (ii) the successor must be at least as creditworthy as Customer (as reasonably determined by uSpeedo); (iii) the successor shall agree in advance and in writing to assume and be bound by all provisions of this Agreement, and shall deliver to uSpeedo fully-executed documents reasonably acceptable to uSpeedo establishing the terms of such an assignment; (iv) such assignment may not constitute or result in a violation of applicable trade control or export or other law; and (v) Customer shall remain liable for all of Customer's obligations that accrued prior to such assignment. Any assignment by Customer other than as permitted by this Section shall be void and of no force or effect.
  • f. Export Controls. By using the Services, Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions or similar restrictions issued by any applicable governmental entity, and (ii) Customer, its Affiliates, and its End Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws or the like. Customer also will not use the Site or Services for any purpose prohibited by applicable law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Customer may not use, export, re-export, import, or transfer any technology or data related to the Services except as authorized by both this Agreement and all applicable laws, rules and regulations.
  • g. Governing Law. The formation, effect, interpretation and performance of this Contract and resolution of disputes shall be governed by the laws of Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in Chinese.