Project Travel, LLC doing business as: Via TRM STANDARD TERMS OF SERVICE
Version: July 26, 2016
Welcome! These Terms of Service form a legally binding contract between you and Project Travel, LLC DBA Via TRM (“Via TRM”) that governs your access and use of Project Travel Services. By using or accessing the Services, you agree to be bound by these Terms of Service (“Terms”).
PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, DO NOT SUBSCRIBE OR REGISTER.
Via TRM SERVICES
A. SERVICES. The Via TRM service known as “Via”, allows educational travel program providers, such as organizations, universities and other academic institutions, to connect and interact with those students and travel participants of such providers interested in educational travel (the “Services”). Subject to the terms and conditions of this Agreement, Via TRM grants to each registered user (“Subscriber”) a non-exclusive, non-transferable license, during the term of this Agreement, to access and use the Services.
B. ACCOUNTS. To use certain features of the Services, Subscriber will need to create an account (“Account”), and provide certain information as prompted by the Services. You may be able to register for an account on the Service directly, or connecting your social networking service, such as Facebook (“SNS”) account to our Services (each such account, a “Third Party Account”). Subscriber represents and warrants that: (i) all required registration information Subscriber submits is truthful and accurate; and (ii) Subscriber will maintain the accuracy of such information. Via TRM may suspend or terminate Subscriber’s Account in accordance with these Terms. Subscriber is responsible for maintaining the confidentiality of its Account login information and is fully responsible for all activities that occur under its Account. Subscriber agrees to immediately notify Via TRM of any unauthorized use, or suspected unauthorized use of Subscriber’s Account or any other breach of security. Via TRM will not be liable for any loss or damage arising from Subscriber’s failure to comply with the above requirements.
C. ACCESS THROUGH AN SNS. If you access the Services through a SNS as part of the functionality of the Services, you may link your Third-Party Account with the Service, by allowing Via TRM to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Via TRM and/or grant ViaTRM access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Via TRM to pay any fees or making Via TRM subject to any usage limitations imposed by such third-party service providers. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Profile” section of your Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND Via TRM DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Via TRM immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Via TRM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ViaTRM has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). Via TRM reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by Via TRM, or if you have been previously banned from any of Services.
A. OWNERSHIP. Unless otherwise noted, all text, content and documents on the Service any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in and used to operate the Service, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Service (the “Content”) are owned by Via TRM (or its affiliates) or used with permission or under license from a third party (each an “Owner”), and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Via TRM and you, all right, title and interest in and to the Content will at all times remain with Via TRM and/or the Owners. All brand names, product names, titles, slogans, logos, or service names and other marks used on the Service, are registered and/or common law trade names, trademarks or service marks of Via TRM or the applicable Owner.
B. LICENSE TO YOUR CONTENT. Via TRM DOES NOT claim ownership of any content, images, text or other materials you upload to the Service (“Your Content”). You grant Via TRM a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Services to you and to our other end-users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Via TRM, are responsible for all of Your Content that you make available on or in Services.
USE AND RESTRICTIONS You are permitted to use the Service and/or the Content and/or for lawful purposes as provided in these Terms only.
You shall not, without Via TRM’s express written consent:
- copy, retransmit, modify, disseminate, sell, exploit, display, perform, reuse, re-post, broadcast, circulate, or otherwise distribute any part of the Content, in each case for any purpose other than for which Services are being provided to you;
- use the Services to conduct or promote any illegal activities;
- attempt to reverse engineer or jeopardize the correct functioning of the Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Services;
- attempt to gain access to secured portions of the Services to which you do not possess access rights;
- upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
- use Services to generate unsolicited email advertisements or spam;
- use Services to stalk, harass or harm another individual;
- use any high volume automatic, electronic or manual process to access, search or harvest information from Services (including without limitation robots, spiders or scripts);
- interfere in any way with the proper functioning of Services, or interfere with or disrupt any servers or networks connected to Services, or disobey any requirements, procedures, policies or regulations of networks connected to Services;
- use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on Services or the Content contained on any such web page for commercial use without our prior express written permission;
- impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- mirror or frame Services or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages;
- use any trade name, trademark, or brand name of ours in metatags, keywords and/or hidden text;
- create derivative works from the Content or commercially exploit any part of the Content in any way;
- use any portion of the Services or the Content in any manner that may give a false or misleading impression, attribution or statement as to us, the Owner or any other third party; or (p) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content. Via TRM reserves all other rights. Except as expressly provided herein, nothing on the Services shall be construed as conferring any license under Via TRM’s and/or its Owner’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, Via TRM may revoke any of the foregoing rights and/or your access to Services, or any part thereof, including the blocking of your IP Address, at any time without prior notice.
A. OWNERSHIP. As between Via TRM and Subscriber, the Services and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of Via TRM and its suppliers. All rights in and to the Services not expressly granted to Subscriber in this Agreement are reserved by Via TRM and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Services or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software.
C. BRANDING. As applicable to the level of Services selected between organizations and ViaTRM, “Via TRM”, “Via” and “Powered by Via TRM” logos (the “Via TRM Logo”) may be conspicuously displayed on those websites of Subscriber that implement, display or integrate the Services (“Subscriber Pages”). The Via TRM Logo shall be displayed in the unmodified form provided by Via TRM to Subscriber. Via TRM hereby grants Subscriber a non-exclusive, non-transferable, limited license to use and display the Via TRM Logo on the Subscriber Pages solely in connection with Subscriber’s use of the Services. Subscriber shall not remove, obscure, distort or alter the Via TRM Logo. All use of the Via TRM Logo, including any goodwill associated therewith, will inure to the benefit of Via TRM.
D. FEEDBACK. Should you have comments on the Services or ideas on how to improve your experience with Via TRM, Please email email@example.com. Please note that by doing so, you grant Via TRM permission to use and incorporate your ideas or comments into the Services without compensation.
WARRANTIES AND DISCLAIMERS
A. BY SUBSCRIBER. Subscriber represents and warrant to Via TRM that (i) Subscriber has the authority to enter into this agreement personally (if Subscriber is an natural person), or on behalf of the entity entering into this agreement, and to bind that entity, (ii) Subscriber has all rights and consents necessary to submit, disclose and transmit that Subscriber Data provided by Subscriber to Via TRM via the Services, and (iii) that any Subscriber Content and the Subscriber Pages, shall not (1) infringe any copyright, trademark, or patent; (2) misappropriate any trade secret; (3) be, or contain any content which is, deceptive, defamatory, obscene, pornographic or unlawful; or (4) otherwise violate the rights of a third party. Subscriber agrees that any use of the Services contrary to or in violation of the representations and warranties of Subscriber in this section constitutes unauthorized and improper use of the Services.
B. DISCLAIMERS. WITHOUT LIMITING THE FOREGOING, THE CONTENT, THE SERVICES AND ALL OTHER FEATURES ON THE SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN Via TRM HEREBY GRANTS THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY SUCH APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Via TRM, ITS EMPLOYEES, AGENTS, SUPPLIERS OR ANY OTHER PERSONS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS SECTION. ADDITIONALLY, Via TRM DOES NOT MAKE ANY WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOUR USE OF THE SERVICE WILL MEET YOUR EXPECTATIONS, OR THAT SERVICES, CONTENT, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE, OR RELIABLE. Via TRM RESERVES THE RIGHT TO CHANGE ANY PART OF SERVICES AT ANYTIME WITHOUT NOTICE.
LIMITATION OF LIABILITY
A. TYPES OF DAMAGES. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, Via TRM OR ITS SUPPLIERS SHALL NOT BE LIABLE TO SUBSCRIBER, AND SUBSCRIBER WILL NOT BE LIABLE TO Via TRM OR ITS SUPPLIERS, FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH Via TRM’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, SERVICES OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF Via TRM HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. THE LIMITATIONS IN THIS SUBSECTION 5.1 SHALL NOT APPLY OBLIGATIONS UNDER SECTION: INDEMNIFICATION.
B. AMOUNT OF DAMAGES. EXCLUDING INFRINGEMENT, INDEMNIFICATION AND AS OTHERWISE SET FORTH IN THIS PARAGRAPH, THE MAXIMUM LIABILITY OF Via TRM ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY SUBSCRIBER TO Via TRM DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, IF THE AGREEMENT HAS BEEN IN EFFECT ONE YEAR OR MORE, OR (II) ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL Via TRM’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE Via TRM’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF Via TRM OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO SUBSCRIBER.
C. BASIS OF THE BARGAIN. The parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
A. CONFIDENTIAL INFORMATION. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information that would reasonably be considered confidential to Disclosing Party (collectively, “Confidential Information”). Subject to Section 3(b), all Subscriber Data will be considered the Confidential Information of Subscriber.
B. PROTECTION OF CONFIDENTIAL INFORMATION. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Subscriber) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Via TRM). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence. During the term of this Agreement and thereafter, Via TRM shall not disclose or use for the benefit of other than Subscriber any confidential information, proprietary information or Restricted Data disclosed to Via TRM as a result of this Agreement. For purposes of this Agreement, the term “Restricted Data” shall include, without limitation: (i) confidential or proprietary information; (ii) any Social Security Numbers; (iii) [intentionally deleted]; (iv) any Customer Information, as that term is defined in 16 C.F.R. § 314, as amended, of the Gramm Leach Bliley Safeguards Rule; (v) any information contained in any Education Records, as that term is defined in 34 C.F.R. §99.3, as amended, of the Family Educational Rights and Privacy Act (FERPA) regulations; and (vi) any information protected by any other applicable state or federal law imposing similar privacy or security obligations. ViaTRM represents and warrants that it has and maintains a written comprehensive information security program containing appropriate administrative, technical and physical safeguards for the security and protection of Restricted Data. Via TRM further represents and warrants that its security program is periodically reviewed and appropriate updates are implemented to address any gaps identified in its security program. Via TRM agrees to make its security policies and procedures available to Subscriber upon reasonable request. Via TRM expressly agrees to: i. Protect the security and confidentiality of Restricted Data it receives or accesses in accordance with its information security program and this Agreement. ii. Limit access to Restricted Data to those employees who have a legitimate business need to know the information. iii. Require all of its subcontractors and agents that receive, use or have access to Restricted Data to agree to implement reasonable and appropriate security safeguards to protect it and to agree in writing to the confidentiality and security requirements of this Agreement. iv. Via TRM represents and warrants that it will not use any of Subscriber’s Restricted Data for any purpose other than those permitted purposes set forth in this Agreement. v. At the completion of this Agreement, Via TRM will physically or electronically destroy beyond all ability to recover any and all Restricted Data provided to them. This includes any and all copies of the data such as backup copies created at any Via TRM site.
C. EXCEPTIONS. The confidentiality obligations set forth in this section will not apply to any information that (i) becomes generally available to the public through no fault of the Receiving Party; (ii) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (iii) was already known to the Receiving Party at the time of disclosure; or (iv) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
D. SYSTEM USE INFORMATION. Via TRM may use and disclose, in its discretion, any aggregated and de-identified information regarding Subscriber’s use of the Services or included in Subscriber’s accounts. Any disclosure of such information will not identify Subscriber or any specific use by Subscriber. Such information will include, for example, failure rates for a specific type of equipment across all Via TRM subscribers.
A. BY Via TRM. Via TRM will (i) defend, or at its option settle, any suit filed by a third party against Subscriber (a “Suit”) to the extent such Suit claims that Subscriber’s use of the Service as permitted in this Agreement constitutes Subscriber’s infringement or misappropriation by Subscriber of a third party’s intellectual property rights; and (ii) pay (1) any final judgment or award directly resulting from such Suit or (2) those damages agree to by Via TRM in a monetary settlement of such Suit. If any portion of the Services becomes, or in Via TRM’s opinion is likely to become, the subject of a claim of infringement, Via TRM may, at Via TRM’s option: (A) procure for Subscriber the right to continue using the Services; (B) replace the Services with non-infringing software or services which do not materially impair the functionality of the Software or the Services; (C) modify the Services so that it becomes non-infringing; or (D) terminate this Agreement and refund any fees actually paid by Subscriber to Via TRM for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the Services. Notwithstanding the foregoing, Via TRM shall have no obligation under this section or otherwise with respect to any infringement claim that would not have arisen but for (x) any use of the Services not in accordance with this Agreement; (y) any use of the Services in combination with other products, equipment, software or data not supplied by Via TRM; or (z) any modification of the Services by any person other than Via TRM or its authorized agents. This subsection states the sole and exclusive remedy of Subscriber and the entire liability of Via TRM, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
B. BY SUBSCRIBER. Subscriber will defend at its expense any suit brought against Via TRM, and will pay any settlement Subscriber makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Subscriber’s breach or alleged breach of any of Subscriber’s representations or warranties herein.
C. PROCEDURE. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (i) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (ii) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (iii) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
Via TRM may cancel, suspend or block your use of the Services without notice if there has been a breach of this Agreement by Subscriber. Subscriber’s right to use the Services will end once Subscriber’s Account has been terminated; provided, however, that commencing as of the date of termination of this Agreement for Client Subscribers and continuing for a period of fourteen (14) days thereafter, Client Subscriber may access and use the Services solely for the purpose of exporting Subscriber Content (the “Transition Period”). Following the Transition Period, any data that Subscriber may have stored on the Services, including Subscriber Content, will be destroyed or permanently deleted by Via TRM, unless Via TRM is required to retain it by law. Subscriber may terminate its Account at any time. Via TRM is not responsible or liable for any records or information that is made unavailable to Subscriber as a result of Subscriber’s termination of its Account. SUBSCRIBER AGREES THAT Via TRM WILL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY TERMINATION OF SUBSCRIBER’S ACCESS TO Via TRM PROPERTY. Subscriber’s payment obligations shall survive the termination of this Agreement.
MODIFICATIONS TO THESE TERMS
Via TRM reserves the right, in its sole discretion, to modify these Terms of Service at any time. A copy of these Terms may be downloaded, stored or printed. Your continued use of the Services following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to or cannot comply with these Terms as amended, your only remedy is to stop using the Services.
A. Agency Co.’s Responsibility for Releases
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
B. Client Responsibility for Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
A. GOVERNING LAW. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Colorado, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
B. EXPORT. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Via TRM, or any products utilizing such data, in violation of the United States export laws or regulations.
C. NOTICE. Where Via TRM requires that you provide an e-mail address, you are responsible for providing Via TRM with your most current e-mail address. In the event that the last e-mail address you provided to Via TRM is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Via TRM’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Via TRM at the following address: 2430 Broadway, Suite 300, Boulder, CO 80304. Such notice shall be deemed given when received by Via TRM by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
D. ELECTRONIC COMMUNICATIONS. The communications between you and Via TRM use electronic means, whether you visit the Services or send Via TRM e-mails, or whether Via TRM posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Via TRM in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Via TRM provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
E. SEVERABILITY. If any provision of these Terms are, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
F. WAIVER. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
G ASSIGNMENT. You shall not assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of ViaTRM, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. These Terms shall be binding upon the parties and their respective successors and permitted assigns.
H. IRREPARABLE HARM. Subscriber acknowledges that the Services contain valuable trade secrets and proprietary information of Via TRM, that any actual or threatened breach of the section titled Confidentiality or any other breach by Subscriber of its obligations with respect to Intellectual Property Rights of Via TRM may constitute immediate, irreparable harm to ViaTRM for which monetary damages would be an inadequate remedy. In such case, Via TRM may be entitled to immediate injunctive relief without the requirement of posting bond.
I. FORCE MAJEURE. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
J. INDEPENDENT CONTRACTOR. Your relationship to Via TRM is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that it has, any authority to act on behalf of Via TRM.