Terms of Service

App Terms

Creation Date

April 9, 2024

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY QRISPY LIMITED. (“Qrispy”), WITH

PRINCIPAL OFFICE AT 86-90 PAUL STREET, LONDON, ENGLAND, EC2A 4NE. BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH QRISPY WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH

ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA

QRISPY’S STANDARD ONLINE PROCESS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH ANY FREE TRIAL (AS DEFINED BELOW)) AND WHICH IS ACCEPTED BY QRISPY SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. TO THE EXTENT

THESE TERMS CONFLICT WITH ANY ORDER FORM, SUCH ORDER FORM SHALL GOVERN.

1. Order Forms; Access to the Service; Free Trial

   Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. Subject to Customer’s compliance with the terms and service of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Qrispy grants Customer a nonexclusive, limited, personal,

   non-sublicensable, non transferable right and licence to internally access and use

   the Qrispy product(s) and/or service(s) specified in an Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) only for Customer’s internal business purposes as provided herein and only in accordance with user documentation provided by Qrispy for such Service (the “Documentation”).

   
   

2. Free Trial

   Qrispy may make the Service available to Customer on a trial basis free of charge (“Free Trial”), which will commence upon the date of Customer’s first use of the Service and shall continue for the trial period specified on the applicable Order Form or, if not specified thereon, otherwise communicated to the Customer in writing

   (email to suffice) (each, a “Trial Period”). Notwithstanding anything to the contrary in this Agreement, (i) the Service under the Free Trial is provided “AS-IS”, without warranty of any kind, (ii) Customer’s access to the Service may be limited, (iii) Qrispy shall not have any obligation to provide any support for the Service (including without limitation pursuant to Section 3 (Support & Maintenance)), and (iv) Qrispy shall have no obligations under Section 13 (Indemnification) or liability of any kind with respect to the Service for the Free Trial (unless such exclusion of liability is not enforceable under applicable law, in which case Qrispy’s liability with respect to the Service provided during the Free Trial shall not exceed $20.00). Qrispy will notify Customer before any Services Customer is then using begin carrying a fee. If Customer does not cancel its account prior to the end of a Trial Period, Customer shall be responsible for all applicable fees in accordance with Section 6. Customer shall be fully liable under this Agreement to Qrispy for any damages arising out of Customer’s use of the Service under the Free Trial, any breach by Customer of this Agreement and any of Customer’s indemnification obligations hereunder. In the event of a conflict between this Section 2 and any other portion of this Agreement, this Section 2 shall control. Either party may terminate the applicable Order Form without cause during the Trial Period immediately upon notice to the other party.

   
   

3. Support & Maintenance

   Subject to Customer’s payment of all applicable fees, Qrispy will use commercially reasonable efforts to provide support and maintenance for the Services.

   
   

4. Service Updates

   From time to time, Qrispy may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Qrispy shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Qrispy may cease supporting old versions or releases of the Services at any time in its sole discretion; provided

   that Qrispy shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

   
   

5. Ownership; Feedback

   As between the parties, Qrispy retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Qrispy for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licences are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Qrispy with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Qrispy notwithstanding anything else. Qrispy acknowledges and agrees that all Feedback is provided “AS-IS” and without warranty of any kind.

   Customer shall, and hereby does, grant to Qrispy a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up licence to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Qrispy’s right to develop, acquire, licence, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute. The Customer shall bear exclusive legal liability for the ownership and utilisation of telephone numbers and systems obtained via Qrispy.

   
   

6. Fees; Payment

   Customer shall pay Qrispy the fees for the Service as set forth in each Order Form (“Fees”). Please see Qrispy’s Billing Policy, which is incorporated herein by reference, for additional details on how billing works. Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly or annually depending on the subscription choice of the Customer in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Customer shall pay a late fee of past due invoices at the lesser of 1.5% per month or the maximum amount permitted by applicable law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Qrispy’s net income).

   Unless otherwise expressly agreed upon by the parties in accordance with

   the Cancellation and Refund Policy (which is incorporated herein by reference), all Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Qrispy shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Qrispy’s

   then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form

   Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below, such renewal shall include the additional fees for such excess users and usage.

   
   

7. Restrictions

   Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Qrispy product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures Qrispy may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service), whether through use of manual or automated means;

   (x) use the Service in a manner that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (xi) jeopardize the security of any Customer Qrispy account or anyone else’s account (such as allowing someone else to log in to the Services as you); (xii) attempt, in any manner, to obtain the password, account, or other security information from any other user; (xiii) violate the security of any computer network, or cracks any passwords or security encryption codes; or (xiv) run Mail list, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while Customer is not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the

   Services’ infrastructure). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable English, local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights, and (c) shall use the Service in accordance with Qrispy’s Fair Use Policy, which is available at qrispy.com/en/legal/fair-use-policy

8. Messaging Policy

   Qrispy treats all messaging transmitted via the Service as Application-to-Person (“A2P”) messaging. All A2P messages originating from Qrispy are subject to this Messaging Policy. Customer is responsible for any person to which it provides the ability to send messages through Qrispy.

   
   

   Consent/Opt-in Requirements. Prior to sending the first message to each recipient, Customer must obtain consent from the recipient to communicate with them.

   Customer must make clear to the recipient that he/she is agreeing to receive the type of messages Customer plans to send. If Customer does not send the initial message to the recipient within a reasonable period after receiving consent, then Customer must reconfirm consent in the first message sent to that recipient. Consent is limited to the specific use or campaign to which the recipient has consented, and Customer may not send additional messages about other uses or campaigns unless Customer has received consent from the recipient for such additional messages.

   Customer must keep a record of each consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow.

   
   

   Periodic Messages and Ongoing Consent. If Customer intends to send messages to a recipient on an ongoing basis, Customer must confirm the recipient’s consent by offering him/her a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). Customer must comply with the

   recipient’s preferences on frequency of contact.

   
   

   Identifying Customer as the Sender. Every message Customer sends must clearly identify as the sender the party that obtained the consent/opt-in from the recipient, except in follow-up messages of an ongoing conversation.

   
   

   Opt-out Requirements. The initial message Customer sends to a recipient must include the following language: “Reply STOP to unsubscribe” or the equivalent using another standard opt-out keyword, such as STOPALL, UNSUBSCRIBE, CANCEL,

   END or QUIT. Customer must provide recipients with the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, Customer may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are prohibited.

   
   

9. Qrispy Messaging

   As part of the Service, Customer may receive communications through the Service, including messages that Qrispy sends Customer (for example, via email or SMS). By signing up for the Service and providing Qrispy with Customer’s wireless number, Customer confirms that Customer wants Qrispy to send Customer information regarding Customer’s account or transactions with Qrispy or that Qrispy thinks may

   be of interest to Customer, which may include Qrispy using automated dialling technology to text Customer at the wireless number Customer provided, and Customer agrees to receive communications from Qrispy, and Customer represents and warrants that each person Customer registers for the Service or for whom Customer provides a wireless phone number has consented to receive communications from Qrispy. Customer agrees to indemnify and hold Qrispy harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to Customer’s breach of the foregoing.

   
   

10. Customer Data; Privacy Policy; Phone Number Retention

    1. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Qrispy, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Qrispy shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Qrispy is not responsible to Customer for unauthorised access to Customer Data or the unauthorised use of the Service unless such access is due to Qrispy’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorise such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted ninety (90) days after this Agreement is terminated or Customer’s account is delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Qrispy may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Qrispy’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing

       Qrispy’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Qrispy in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.

    2. To the extent that Customer Data includes Personal Data, as defined in the Data Protection Act 2018 shall apply and supplement these terms.

    3. Qrispy also collects information from individual users of the Services in accordance with Qrispy’s current privacy policy, which is available at qrispy.com/en/legal/privacy-policy (the “Privacy Policy”) and which is incorporated herein by reference.

    4. Qrispy will retain each phone number under Customer’s account for no more than forty-five (45) days after this Agreement is terminated or Customer’s account is delinquent. If any user’s access to the Services is suspended or terminated under Customer’s account due to a violation of this Agreement, Qrispy reserves the right, in its sole discretion, to release such user’s phone number (i.e., make it available for another user’s use) and delete all data associated with such user’s account and phone number (including without limitation call and message history and call recordings) after seven (7) days.

       
       

11. Third Party Services

    1. Customer acknowledges and agrees that the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Qrispy. For example, the Services are dependent on Telnyx LLC for messaging, calling and third party stores from which Customer downloads Qrispy’s mobile application, e.g., the App Store from Apple, Inc. or the Android app market from Google LLC (each, an “App Store”). Qrispy is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof, including without limitation the Telnyx Acceptable Use Policy available at https://telnyx.com/acceptable-use-policy and Telnyx Acceptable Use Policy for Messaging available at https://support.telnyx.com/en/articles/1310359-acceptable-use-policy-for-messaging . Qrispy does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. To the extent the terms and conditions from an App Store are less restrictive than, or otherwise conflict with, the terms and conditions of this Agreement, the more restrictive or conflicting terms and conditions in this Agreement apply.

    2. These Terms apply to your use of all the Services, including Qrispy’s iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application: (i) both Customer and Qrispy acknowledge that the Terms are concluded between Customer and Qrispy only, and not with Apple, and that Apple is not

    responsible for the Application or the Content; (ii) the Application is licensed to Customer on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for Customer’s internal, personal use, subject to all the terms and conditions of these Terms as they are applicable to the Services; (iii) Customer will only use the Application in connection with an Apple device that Customer owns or controls; (iv) Customer acknowledges and agrees that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; (v) in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, Customer may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to Customer will be to refund to Customer the purchase price, if any, of the Application; (vi) Customer acknowledges and agrees that Qrispy, and not Apple, is responsible for addressing any claims Customer or any third party may have in relation to the Application; (vii) Customer acknowledges and agrees that, in the event of any third-party claim that the Application or Customer’s possession and use of the Application infringes that third party’s

    intellectual property rights, Qrispy, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; (viii) Customer represents and warrants that Customer is not located in a country subject to a UK or U.S. Government embargo, or that has been designated by the UK or U.S. Government as a “terrorist supporting” country, and that Customer is not listed on any UK or U.S. Government list of prohibited or restricted parties; (ix) both Customer and Qrispy acknowledge and agree that, in Customer’s use of the Application, Customer will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and (x) both Customer and Qrispy acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as the third-party beneficiary hereof.

    
    

12. Term; Termination

    This Agreement shall commence upon the Order Form Start Date set forth in the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the Order Form Start Date set forth on such Order Form, and unless earlier terminated as set forth herein, (x)

    shall continue for the initial term specified on such Order Form (the “Order Form

    Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as

    applicable. Customer may terminate this Agreement and cancel its subscription at any time in accordance with the “Cancelling Your Qrispy Subscription” section of Qrispy’s Cancellation and Refund Policy. Except for Customer’s missed payments

    (which shall be resolved in accordance with the “Missed/Failed Payment” section of the Cancellation and Refund Policy), Qrispy is free to terminate (or suspend access to) Customer’s use of the Services or Customer’s account for any reason in Qrispy’s discretion, including Customer’s breach of this Agreement. Qrispy has the sole right to decide whether Customer is in violation of any of the restrictions set forth in these Terms. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. In the case of expiration or termination of this Agreement, upon request by Customer made before, or within thirty (30) days after, the effective date of expiration or termination, Qrispy may make available to Customer a complete download of all Customer Data in a file or database format in Qrispy’s discretion. For clarity, any services provided by Qrispy to Customer, including the data export set out above, and any assistance in exporting the Customer Data, shall be billable at Qrispy’s standard rates then in effect.

    
    

13. Indemnification

    Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) in the case of Customer as Indemnitor, the Customer Data or Customer’s use of the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right or violates any applicable law, or (ii) in the case of Qrispy as Indemnitor, the Service infringes, violates, or misappropriates any third party

    intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole

    control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Qrispy do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Qrispy (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Qrispy,

    (iv) combined with other products, processes or materials not provided by Qrispy (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after

    being informed of modifications that would have avoided the alleged infringement, or

    (vi) Customer’s use of the Service is not strictly in accordance herewith.

    
    

14. Disclaimer

    EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE

    IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES

    IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

    
    

15. Limitation of Liability

    EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 7 (RESTRICTIONS), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS,

    SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE

    THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF

    SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE

    SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO QRISPY HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

    
    

16. Miscellaneous

This Agreement represents the entire agreement between Customer and Qrispy with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Qrispy with respect thereto. This Agreement shall be governed in accordance with the English law, without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by jurisdiction of any court located in the United Kingdom..

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the

contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labour disruptions; pandemics; epidemics; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Qrispy may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Customer agrees to allow Qrispy to use and display Customer’s name and logo on Qrispy’s website and in Qrispy’s promotional materials to identify Customer as a customer. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. Except as expressly set forth in the Apple Application terms set forth in Section 11(b), Customer and Qrispy agree there are no third-party beneficiaries intended under this Agreement.