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Terms of Service

By using or accessing any of the PageMe services or products (collectively, the “Services”), including any text, graphics, photos, software, or other materials appearing on, made available as part of, or uploaded to the Services (collectively, “Content”), You agree to be bound by these Terms of Service, including the attached Schedule(s) (collectively, the “Agreement”) and our Privacy Policy accessible at https://pagemeapp.com/terms-of-service/.

“You” means: (i) you as an individual if you are using or accessing the Services in your own personal capacity, or (ii) if you are using or accessing the Services on behalf of a company or other entity, you and the entity for whose benefit you are using or accessing the Services. The terms “Citruvio”, “we” and “us” mean Citruvio Communications Inc.  You and Citruvio are each sometimes referred to as a “Party” and collectively the “Parties”.

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OR EXCLUDE OUR LIABILITY TO YOU AND THAT OTHERWISE IMPACT YOUR LEGAL RIGHTS. THIS AGREEMENT REQUIRES YOU TO USE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS. THIS AGREEMENT DOES NOT AFFECT YOUR MANDATORY STATUTORY RIGHTS APPLICABLE IN YOUR JURISDICTION, TO THE EXTENT THAT YOU MAY BE ENTITLED TO SUCH MANDATORY STATUTORY RIGHTS.

1. ELIGIBILITY

In order to use the Services, including obtaining a user account, You must be at least 16 years of age (the “Minimum Age”), and either over the age of majority, an emancipated minor, or possess legal parental or guardian consent, and be fully able and competent to enter into this Agreement. In any case, You affirm that You are at least the Minimum Age as the Services and user accounts are not intended for children under the Minimum Age. If You are under the Minimum Age, You are not permitted to use the Services or obtain a user account. Some portions of the Services, including Content, may be subject to additional age restrictions, and in such cases Your access to such Services may be limited. If You are entering into this Agreement on behalf of a company or other entity, You represent and warrant that You have the authority to enter into this Agreement on such company’s or other entity’s behalf. You also represent that to the best of Your knowledge You are eligible to use the Services (including receiving any software that is provided by us as part of the Services) under applicable law.

2. LICENSE

Subject to the terms and conditions of this Agreement, we grant to You a personal, revocable, non-exclusive, non-transferable license to access and use the Services for Your own internal use. Fees may apply to some portions of the Services and Your license to use of such Services is conditional upon payment of the applicable subscription fees.

3. PERMITTED USES AND RESTRICTIONS

You are responsible for all activities with respect to Your use of the Services, including any Content You upload or post to, or otherwise transmit, through the Services. If You are a corporation or other legal entity, You agree that You are responsible for the activities of Your employees, agents and any other persons You authorize to use the Services on Your behalf. Without limiting the above, in using or accessing the Services, You must ensure that: (a) the Services are used in accordance with this Agreement, the applicable Services documentation, and in compliance with all applicable laws and regulations; (b) all information You provide under this Agreement and in the course of using the Services, including when creating a user account, is true, accurate, current and complete, and You agree to update such information to keep it true, accurate, and complete for so long as You continue to use the Services or account; (c) You will not knowingly take any action that interferes with, degrades or adversely affects the Services, or any software, hardware, system, network, Content, or service used by any person in conjunction with the Services, or otherwise has a detrimental effect upon us or our subsidiaries and affiliates, or an Internet or mobile wireless service provider (each a “Service Provider”), and You will immediately cease any such activity upon request by us; (d) the Services, or any portion thereof, are not used to transmit, publish, post, upload, distribute or disseminate any inappropriate, harassing, abusive, defamatory, libellous, obscene, illegal or deceptive Content; (e) the Services, or any portion thereof, are not used to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including uploading, collecting, storing, posting, transmitting, communicating or otherwise making available any information or material that You do not have a right to collect, store or make available; (f) the Services are not used to upload, post, transmit, or otherwise make available any Content that contains a virus or any other form of malicious code or data that is likely or intended to have an adverse impact on, or provide unauthorized access to, the Services or any other software, hardware, services or data, and if You become aware of the existence of any such Content, You will promptly notify us; (g) You do not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the Services, including any Content made available to You as part of the Services, or Your entitlement to the Services or any part thereof, to any other person, without our prior express written permission or, where services or any Content is provided by someone other than us, without the prior express written permission of such provider; (h) You do not attempt to gain unauthorized access to any Services, accounts, computer systems or networks connected to the Services, through hacking, password mining or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally made available to You by the Services; (i) the Services, or any portion thereof, (including information obtained through the Services) are not used to impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity, or to create a false identity to mislead others, including phishing and spoofing; (j) You do not use the Services to develop, or to assist anyone in developing a competitive product or service or for other competitive purposes, including for the purposes of monitoring the Services availability, performance, or functionality, or for benchmarking purposes; (k) You do not use any software, devices, scripts or other means to “scrape”, “crawl” or “spider” any part of the Services and do not use bots or other automated methods to access the Services, invite contacts, send or redirect messages, or perform similar activities unless expressly permitted by us; (l) except to the extent that we are expressly precluded by law from prohibiting these activities, You agree that You will not alter, modify, adapt, create derivative works, translate, deface, or reverse engineer (or otherwise attempt to convert any of the software into human readable form) the Services or attempt to do so, or acquiesce, authorize or encourage any other party to do the same; and (m) You cooperate with us, and provide information requested by us, to assist us in investigating or determining whether there has been a breach of this Agreement and provide us or our appointed independent auditor with access to the premises and equipment where the Services are or have been used and to any associated records. In addition, You hereby authorize Citruvio to cooperate with: (i) law enforcement authorities in the investigation of suspected criminal violations; (ii) third parties in investigating acts in violation of this Agreement; and (iii) system administrators at Service Providers, networks or computing facilities in order to enforce this Agreement.  You are responsible for Your use of the Services and You agree to be responsible for, and to compensate Citruvio, our respective suppliers, successors, agents and assigns, and each of their directors, officers, employees and independent contractors, for any damages, losses, costs or expenses (including reasonable lawyers’ fees and costs) suffered or incurred by them in relation to or arising from Your use of the Services, including any breach by You of this Agreement or any addendum to this Agreement (“Losses”), including any Losses arising from claims or proceedings brought by a third party. No remedy provided under this Section is intended to be, nor shall it be construed to be, exclusive of any other remedy provided under this Agreement or as allowed by law or in equity, and all such remedies shall be cumulative.

4. CONTENT

This Agreement does not transfer to us any ownership of Content that You post, upload or otherwise transmit using the Services. However, so that we can provide the Services, You grant to us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, and display, as is reasonable to provide and maintain the Services, any Content that You send, upload, post or otherwise make available through the Services.  You may use Content made available by us or our affiliates in connection with the Services solely for Your personal use and in accordance with this Agreement and the additional specific license terms and conditions applicable to the Content, if any.  Under this Agreement You do not acquire any ownership right, title or interest in or to any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright, database rights or rights in any confidential information or trade-secrets, in or relating to the Services or any part thereof, including Content that is made available by Citruvio and its respective suppliers as part of the Services. Any rights not expressly granted herein are expressly reserved. You agree that nothing in this Agreement shall adversely affect any rights and recourse to any remedies, including to injunctive relief or such equivalent remedy in Your jurisdiction, that we and any providers of Content for a Service may have under any applicable laws relating to the protection of our or the Content providers’ intellectual property or other proprietary rights.

You hereby represent and warrant that You fully understand and acknowledge that (i) the Services are intended to deliver non-critical, non-emergency patient-related communication messages between users, and are not intended to be used for genuine health care emergencies; (ii) the Services are dependent upon a number of factors outside the control of Citruvio, including but not limited to, the operation of third party provided hardware and network services; (iii) the Services are not a substitute for any of Your current systems of administering and safeguarding medical treatment and/or medicine; (iv) there may be occasional communication failures or delays in the delivery or receipt of properly sent messages using the Services, and (v) the Services are not expected to perform at the same level of performance and/or reliability one might expect from medical devices used in the delivery of critical medical care environments.

5. FEEDBACK

You hereby agree that we own all feedback, comments, suggestions, ideas, concepts and changes that You provide to us regarding the Services and all associated intellectual property rights (collectively the “Feedback”) and You hereby assign to us all of Your right, title and interest in Your Feedback. You will not knowingly provide us any Feedback that is subject to third party intellectual property rights. You agree to cooperate fully with us with respect to signing further documents and doing such other acts as are reasonably requested by us to confirm that we own the Feedback and to enable us to register and/or protect any associated intellectual property rights and/or confidential information.

6. SECURITY

You agree that You are responsible for all activity that occurs through Your user account(s), including all financial charges or liability incurred in respect of such activity. If You become aware of any unauthorized use of all or any portion of Your user account(s), including any passwords, You should contact Us immediately. We may take such actions that we deem appropriate following receipt of such notification, but have no obligation to take any action. You agree that notifying us as set out above does not relieve You of responsibility for all activity that occurs using Your passwords, or on or through Your user accounts.

7. MODIFICATION OR DISCONTINUANCE OF THE SERVICES

You agree that we may, without liability to You, modify, suspend, discontinue, remove, place limits on, or disable the Services, or any portion thereof, at any time, temporarily or permanently, with or without notice to You; provided that, if we permanently discontinue a Service for which You have paid a fee to be able to use the Service for a specific portion of time and are not in breach of this Agreement, You may be entitled to a refund of all or a portion of the amount You paid for the right to use the Service, as set forth in the then current refund policy for the Service.  Without limiting the foregoing, we reserve the right to, and You agree that we may in our sole discretion, periodically suspend access to the Services, or any portion thereof, or otherwise take the Services, or any portion thereof, out of operation, in order fix software bugs, install updates and do diagnosis and other maintenance of the Services.

8. EXPORT

The software provided by us as part of the Services may include cryptographic technology and You agree that it may not be exported, imported, used, transferred, or re-exported except in compliance with the applicable laws and regulations of the relevant government authorities. You hereby represent that You will not use the software in the development, production, handling, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or their missile delivery systems, or of materials or equipment that could be used in such weapons or their missile delivery systems, or resell or export to anyone or any entity involved in such activity. [OPTION RE: PRIVACY LAW REFERENCE…]

9. TERM AND TERMINATION

This Agreement shall be effective upon Your agreeing to be bound by the terms and conditions of this Agreement (as described in the preamble above) and shall continue in effect until terminated.  You are free to stop using the Services at any time and are not required to notify us if You do so.  In addition to any other rights or remedies we have under this Agreement, we may suspend or terminate Your accounts, cease providing You with access to any or all of the Services and terminate the licenses granted to You hereunder if: (i) we reasonably believe You have violated this Agreement, or any addendum or additional terms that govern the use of the Services; or (ii) You have failed to pay any amounts owing when due. Except as expressly provided herein, we shall not have any liability to You arising from or related to the termination of this Agreement, or any rights or licenses granted herein, in accordance with this Agreement.

10. EFFECT OF TERMINATION OR EXPIRATION

Upon termination of this Agreement, however caused, or if Your subscription for the Services, or portion thereof, expires or is terminated: (a) You will immediately discontinue all use of the Services, or in the case where this Agreement is not terminated but Your license to use specific Services expires or is terminated, immediately discontinue all use of the applicable Services; and (b) we will have the right to block any transmission of data to and from the affected Services, without notice to You. Upon termination or expiration of Your license to use the Services or any portion thereof, You authorize us to delete any files, programs, data and messages associated with Your account for the Services, or applicable portion thereof, without notice to You. You will remain liable for all amounts due up to and including the effective date of termination or expiration in relation to the affected portion of the Services, including amounts charged to Your authorized mode of payment. In the event of the termination of this Agreement by us pursuant to provisions of this Agreement, You will pay to us all fees (including reasonable lawyers’ fees and costs) and related expenses expended or incurred by us in the enforcement of our rights hereunder.

11. WARRANTY DISCLAIMER

EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW, CITRUVIO DOES NOT WARRANT OR PROVIDE ANY OTHER SIMILAR ASSURANCE WHATSOEVER THAT UNINTERRUPTED USE OR OPERATION OF THE SERVICES, CONTINUED AVAILABILITY OF THE SERVICES, OR THAT ANY MESSAGES AND OTHER CONTENT OR INFORMATION SENT BY OR TO YOU OR STORED BY OR ON BEHALF OF YOU, WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, OR WILL BE ACCURATE, TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME. THE SERVICES ARE PROVIDED OR MADE ACCESSIBLE “AS IS” AND “AS AVAILABLE”, WITHOUT CONDITION, ENDORSEMENT, GUARANTEE, ASSURANCE, REPRESENTATION OR WARRANTY OF ANY KIND BY CITRUVIO AND CITRUVIO SHALL HAVE NO LIABILITY WHATSOEVER TO YOU, OR ANY THIRD PARTY CLAIMING BY OR THROUGH YOU, FOR ANY ISSUE RELATING TO THE SOFTWARE OR ANY SERVICE.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT HEREIN, ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, ASSURANCES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, ENDORSEMENTS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE SPECIFIC REMEDIES SET OUT IN THIS AGREEMENT, IN NO EVENT SHALL WE BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF DAMAGES: CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, MORAL OR AGGRAVATED DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUES, FAILURE TO REALIZE ANY EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY, OR CORRUPTION OR LOSS OF DATA OR BREACHES OF DATA SECURITY, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS ASSOCIATED WITH ANY APPLICATIONS USED IN CONJUNCTION WITH THE SERVICES OR RESULTING FROM ANY ALTERATIONS OR ATTEMPTED ALTERATIONS TO THE SERVICES, OR ANY PORTION THEREOF, BY ANYONE OTHER THAN US, DOWNTIME COSTS, LOSS OF THE USE OF THE SERVICES OR ANY PORTION THEREOF OR OF ANY THIRD PARTY SERVICES OR THIRD PARTY ITEMS, COST OF SUBSTITUTE GOODS, COSTS OF COVER, FACILITIES, OR SERVICES, COST OF CAPITAL, OR OTHER SIMILAR PECUNIARY LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, INCLUDING THE USE, INABILITY TO USE, THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR LIABILITY TO YOU FOR A SINGLE INCIDENT ARISING UNDER THIS AGREEMENT EXCEED THE GREATER OF: (I) THE AMOUNT PAID BY YOU FOR THE RELEVANT SERVICE(S) IN THE 3 MONTHS PRECEDING THE INCIDENT; AND (II) 5 CANADIAN DOLLARS. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE GREATER OF: (I) THE AMOUNT PAID BY YOU FOR THE RELEVANT SERVICE(S) PROVIDED HEREUNDER IN THE 12 MONTHS PRECEDING THE APPLICABLE INCIDENT; AND (II) 5 CANADIAN DOLLARS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO THE EXTENT WE ARE LIABLE TO YOU HEREUNDER, WE SHALL ONLY BE LIABLE FOR DAMAGES INCURRED DURING THE PERIOD OF SUCH FAILURE, DELAY, OR NON-PERFORMANCE OF THE SERVICES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY SHALL BE LIABLE TO THE OTHER ONLY AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER WHETHER IN CONTRACT OR TORT OR UNDER STATUTE OR OTHERWISE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS AGREEMENT SHALL: (i) APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR ACTION BY YOU INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, TORT, STRICT LIABILITY, STATUTE, BREACH OF CONTRACT, OR ANY OTHER LEGAL THEORY; AND (ii) SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.  IN NO EVENT SHALL ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, DISTRIBUTOR, SUPPLIER, OR INDEPENDENT CONTRACTOR (EXCEPT AS SET OUT ABOVE) OF ANY OF CITRUVIO, OR ANY CITRUVIO SERVICE PROVIDER, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT.  YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS: (i) THE FEES AND OTHER TERMS IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT; AND (ii) OUR ABILITY TO OFFER AND YOUR ABILITY TO USE THE SERVICES UNDER THIS AGREEMENT AND/OR OUR ABILITY TO MAKE THIRD PARTY SERVICES AND CONTENT ACCESSIBLE THROUGH THE SERVICES WOULD BE IMPACTED.

13. PERSONAL INFORMATION AND PERSONAL HEALTH INFORMATION

(a) Information that is collected, used, processed, transferred, stored and disclosed (“Processed”) by Citruvio and its service providers will be treated in accordance with our Privacy Policy.  Your use of the Services (or any portion thereof), including the installation and/or use of software, or associated Internet or mobile wireless services, or the creation of an account, may result in the Processing of personal information and personal health information, each as defined under applicable law, by Citruvio and its service providers. Please see below for additional information about types of information that may be Processed, the purposes for which it may be used, and how it may be shared. More information may also be provided within the applicable Services. You consent that Citruvio may collect such information via Your use of the Services. You represent and warrant that You have obtained all necessary consents and authority to agree to, and give the consents required under this Section as they relate to information of third parties that is collected through Your use of the Services.  Information may be Processed by Citruvio and its service providers for purposes related to meeting legal and regulatory requirements.  You acknowledge that the Services make available “cloud based” messaging and other services, which may include remote access, temporary storage, or back-up functionality provided by Citruvio and/or its service providers, and You agree that by using the Services, information You enter, provide to, or integrate with such services may be Processed by Citruvio to facilitate the Services, and You represent and warrant that You have all necessary consents to provide such information to us.  You consent and agree that to provide the Services (including “cloud based” and remote access, storage, or back-up functionality), Citruvio may Process information on servers operated by or on behalf of Citruvio inside or outside the jurisdiction in which You or Your Users are situated, including, in or outside of Canada and the United States.  You hereby represent and warrant that You will comply with: (i) all applicable privacy, personal health information and data protection laws and/or regulations in respect of any information you use, transfer or disclose via Your use of the Services.

14. GENERAL

(a) Waivers of Default. No Party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the Party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.

(b) Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement.

(c) Governing Law and Dispute Resolution. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE PROVINCE OF ONTARIO, EXCLUDING ANY BODY OF LAW GOVERNING CONFLICTS OF LAW. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement.  Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the Parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the Parties. The Parties, through their upper management level representatives, which if You are an individual, is You, shall meet within thirty (30) days of the dispute being referred to them and if the Parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in Ontario, Canada in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. If the provisions of the foregoing are prohibited by law in Your jurisdiction, the arbitration shall be: (i) held in Your jurisdiction; (ii) settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”); and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. Each Party shall bear one half of the costs associated with the arbitration proceedings.

(d) Force Majeure. Notwithstanding any other provision of this Agreement, neither Party shall be deemed in default of this Agreement for failure to fulfil its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing non-performance of any obligation by either Party to make payment to the other Party under this Agreement.

(e) Notice. Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person or by courier or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to You at the address supplied to us by You.

(f) Assignment. We may assign this Agreement without prior notice to You. You shall not assign this Agreement in whole or in part without our prior written consent (such consent may be withheld or conditioned at our discretion) and any assignment without our prior written consent shall be null and void and of no effect. We may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by our contractors or subcontractors.

(g) Severability. To the extent any section, clause, provision or sentence or part thereof (“Part”) of this Agreement is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that Part will not affect: (i) the legality, validity or enforceability of the remaining Parts of this Agreement; or (ii) the legality, validity or enforceability of that Part in any other jurisdiction, and that Part will be limited if possible and only thereafter severed, if necessary, to the extent required to render the Agreement valid and enforceable.

(h) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the Parties relating to the Services other than as set out in this Agreement. Notwithstanding the foregoing, other agreements between the Parties may govern the use of certain portions of the Services.

(i) Modifications. Except to the extent that we are expressly precluded by applicable law or by a written agreement between You and Citruvio, We reserve the right to, within our sole discretion, make changes to this Agreement on a prospective basis, including to reflect changes in or required by law, new features, or changes in business practices. The most current version of this Agreement will be posted on Our website and You should regularly review that site for the most current version of this Agreement. If You continue to use the Services after the changes become effective, then You shall be deemed to have accepted those changes. Additionally, when we update or upgrade the Services, You may be required to agree to the most current version of this Agreement in the course of accessing the updated or upgraded Services.

These Terms of Service were last updated September 15, 2017.