Effective date: 13 January 2023

 

 

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the Terrapixel website (the “Service”) operated by Terrapixel.io (“us”, “we”, or “our”).

 

The website you have entered (its sub-domains, affiliated websites, any mobile versions, and any services available therefrom) (the “Site”) is a copyrighted work owned and operated by Terrapixel, and its subsidiaries, parents, and affiliates (“Terrapixel,” “we” or “us”).

 

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. You warrant that you are at least 18-years-old and you are legally capable of entering into binding contracts. If you are under 18-years-old, you warrant that you have obtained consent from your parent or guardian and they agree to be bound by these Terms on your behalf.

 

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

 

Terms and Conditions

 

These Terms and conditions (“conditions”) are the Terms and conditions that regulate access to and use of the website and services that Terrapixel (“TP”), puts at the disposal of its users and clients. These Terms and conditions shall be governed and construed under Spanish Law and shall be subject to that exclusive jurisdiction should any dispute, claim or disagreement arise from them. Terrapixel may update and amend these Terms and Conditions at any time and without prior notice, to adapt
them to current regulations and to technological or business changes. The User should frequently verify the Terms and Conditions to ensure they always have the most up to date version. By accessing or using the websites, mobile applications and online services of Terrapixel, including terapixel.io,
(collectively, the “Services”) you will be bound by these Terms of Use (“Terms”) and all terms incorporated by reference. If you do not agree to these Terms, you may not access or use the Services. If you have any questions regarding these Terms, please contact us at [email protected].
Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

 

Eligibility; Authority.

 

You must be 18 years of age or older to access or use our Services. If you are using the Services on behalf of any entity: (a) you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any
other employee or agent of such entity; and (b) references to “you” in these Terms refer to you and such entity, jointly.

 

Open Source Software.

 

We may make the source code for much of the software that supports our Services, available for download as open source software. You agree to be bound by, and comply with, any license agreement that applies to this open source software. You will not indicate that you are associated with Terrapixel in connection with any of your modifications or distributions of this open source software. The source code we release in connection with open source software is not part of the Services, and your use of that source code without interacting with our Services is not subject to these Terms. For clarity, though, when we host any software and enable you to access and use such software as a service through our websites and apps, then these Terms will apply to such access and use.

 

Use of the Services.

 

The Services, including all text, videos, images, data, software, or other files, content, and materials contained on the Services, are the proprietary property of Terrapixel and our licensors. Subject to your compliance with these Terms, you may use the Services on a non-exclusive basis for your own
personal use. Nothing in these Terms will be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Terrapixel or any third party, whether by estoppel, implication or otherwise. To be clear, we do not claim any ownership over the content you
submit via the Services.

 

Modifications to the Services.

 

We reserve the right, in our sole discretion, to modify the Services (or any features or functionality of the Services) at any time without notice and without obligation or liability to you.

 

Repeat Infringer Policy; Copyright Complaints.

 

We have a policy of limiting access to the Service and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may notify us using the email address [email protected].

 

Trademarks.

 

“Terrapixel,” the Company logo, any other Company service names, logos or slogans that may appear on the Services, and the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, are trademarks, service marks or trade dress of Terrapixel and our suppliers and our licensors, and may not be copied, imitated or used, in whole or in part, without our or the applicable trademark holder’s prior written permission. You may not use any meta tags or other “hidden text” utilizing “Terrapixel” or any other name, trademark or product or service name of Terrapixel without our prior written permission. Further, you may not use, frame or utilize framing techniques to enclose any Terrapixel trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written consent.

 

Third-Party Content.

 

We may display third-party content, advertisements, links, promotions, logos, and other materials through the Services (collectively, “Third-Party Content”). We do not control, endorse, sponsor or adopt any third parties referenced on the Services or Third-Party Content, and we make no
representations or warranties of any kind regarding such Third-Party Content, including, without limitation, regarding its accuracy or completeness. Your interactions with Third-Party Content, and
any third party that provides Third-Party Content, are solely between you and such third parties, and Terrapixel is not responsible or liable in any manner for such interactions or Third-Party Content. When you leave the Services and enter a third-party site or service, our terms and policies no longer apply.

 

User Conduct.

 

You will comply with all applicable laws in connection with your access and use of the Services, and you are solely responsible for your conduct while accessing or using the Services. Further, you will not: engage in conduct that is harassing, threatening, intimidating, or stalking, or that we otherwise
deem objectionable; use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner; reverse engineer any aspect of
the Services or do anything that might discover the source code of the Services (other than in connection with open source software we release); violate, infringe or misappropriate any intellectual property or other third-party right or commit a tort; modify, copy (other than standard page caching), publicly perform, publicly display, sell, rent, lease, timeshare or otherwise distribute the Services, in whole or in part. This restriction does not apply to open source software we release, which you can use subject to the applicable open source software license terms; attempt to bypass
or circumvent measures employed to prevent or limit access to any content, area or functionality on the Services, without providing prior notice to TERRAPIXEL of the method used to bypass or circumvent; use any of the Services other than for its intended purposes; or use the Services to
engage in or promote any activity that violates these Terms.

 

User Content.

 

(a) The Services include areas that allow users to create, post, upload, share or store content, including, but not limited to, photos, videos, sound, text, graphics, code, items or other information and materials, including Storage Materials (collectively, “User Content”). “Storage Materials” refers to any User Content provided or otherwise processed via our Services for storage on the Storage Platform.

 

(b) We do not own, control or endorse any User Content that is transmitted, stored, or processed via the Services. You are solely responsible for any of your User Content and for your use of any interactive features and areas of the Services, and you represent and warrant that (i) you own all intellectual property rights (or have obtained all necessary permissions) to provide your User Content and to grant the licenses in this Agreement; (ii) your User Content will not violate any agreements or confidentiality obligations; and (iii) your User Content will not violate, infringe or misappropriate any intellectual property right or other proprietary right, including the right of
publicity or privacy, of any person or entity.

 

(c) You will not create, post, share or store User Content that: is unlawful, libelous, defamatory, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, otherwise create liability or violate any local, state, national or international law; contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences; impersonates, or misrepresents your affiliation with, any person or
entity (including TERRAPIXEL); references or depicts TERRAPIXEL or our Services but fails to disclose any material connection to us that may exist; contains any unsolicited promotions, political campaigning, advertising or solicitations; contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or that may expose TERRAPIXEL or others to any harm or liability of any type.

 

Feedback.

 

You may submit questions, comments, suggestions, ideas, original or creative materials or other information about TERRAPIXEL or the Services to us (collectively, “Feedback”). Feedback does not include User Content. We reserve the right to use Feedback for any purpose without compensation
to you. Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes.

 

Indemnification.

 

(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless TERRAPIXEL and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, damages, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your access to or use of our Services; (ii) your User Content (including any Storage Materials); (iii) any Feedback you provide; or (iv) your violation of these Terms.

 

(b) TERRAPIXEL reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and TERRAPIXEL.

 

Disclaimers.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN THE AGREEMENT, (A) THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

Limitation of Liability.

 

(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL TERRAPIXEL OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES OR OTHERWISE RELATED TO THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF TERRAPIXEL AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE GREATER OF ANY COMPENSATION YOU PAY TO US FOR USE OF THE SERVICES OR €100.

 

(B) THE LIMITATIONS SET FORTH IN SECTION 15(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF TERRAPIXEL.

 

Release.

 

To the fullest extent permitted by applicable law, you release TERRAPIXEL and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

 

Dispute Resolution; Arbitration.

 

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH TERRAPIXEL AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

 

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including,
without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and TERRAPIXEL (a) waive your and TERRAPIXEL respective rights to have any and all Disputes arising from or related to this Agreement or the Services resolved in a court, and (b) waive your and
TERRAPIXEL’s respective rights to a jury trial. Instead, you and TERRAPIXEL will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

 

Any Dispute arising out of or related to this Agreement or the Services is personal to you and TERRAPIXEL, and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class
arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

 

Each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises so that the parties can attempt in good faith to resolve the Dispute informally. Notice to TERRAPIXEL will be sent by e-mail to TERRAPIXEL at [email protected]. Notice to you will be by email to the then-current email address in your Account. Your notice must include (a) your name, postal address, email address and telephone number, (b) a description in
reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. If you and TERRAPIXEL cannot agree on how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or TERRAPIXEL may, as appropriate and in accordance with this Section 17, commence an arbitration proceeding or, to the extent specifically provided for in Section 17.1, file a claim in court.

 

Any arbitration will occur in Spain. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are
hereby incorporated by reference. The state and federal courts located in Spain will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the
requirements to be heard in small claims court. This Agreement and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration
and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing
to be bound by these Terms, you either (a) acknowledge and agree that you have read and understood the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

 

Governing Law and Venue.

 

This Agreement and your access to and use of the Services will be governed by and construed and enforced in accordance with the laws of Spain, without regard to conflict of law rules or principles (whether of Spain any other jurisdiction) that would cause the application of the laws of any other
jurisdiction. Any Dispute between the parties arising out or relating to this Agreement that is not subject to arbitration or cannot be heard in small claims court will be resolved in the courts of the Spain.

 

Severability.

 

If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.

 

Termination or Suspension.

 

Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate this Agreement or suspend your right to access the Services. You may terminate this Agreement without notice by discontinuing use of the Services. All rights and licenses granted to you under this Agreement will immediately be revoked upon our termination of the Agreement or our suspension of your access to the Services, and you must immediately submit payment for any fees payable to TERRAPIXEL under the Agreement (as specified in the Storage Terms). TERRAPIXEL users can pay for a lifetime plan. A lifetime plan is in effect for the duration of the account owner or 99 years, whichever is shorter. Lifetime accounts do not come with a standard 30 day money-back guarantee, which covers the rest of our plans. If a user loses access to his or her lifetime account, that lifetime account will be deemed as lost. TERRAPIXEL might sometimes offer “infinite” or “unlimited” lifetime memberships. These memberships are regulated under a fair-use policy. TERRAPIXEL reserves the right to prevent or stop any customer’s use of TERRAPIXEL services that appears to be abusive or is unduly burdensome. For more information on how this policy applies to your service plan, please contact us.

 

Amendment.

 

We reserve the right to change the terms of this Agreement from time to time in our sole discretion. If we make changes to the Agreement, we will provide notice of such changes, such as by posting the revised Agreement terms to the Services and updating the “Last Updated” date at the top of these Terms and the Storage Terms. Your continued use of the Services will confirm your acceptance of the revised Agreement. If you do not agree to the modified Agreement, you must stop using the Services.

 

Service Level.

 

(a) TERRAPIXEL will use commercially reasonable efforts to meet the following service level commitment: except for scheduled maintenance, our Services will be available 99.99% of the time. We calculate availability based upon the service records we maintain. We will use reasonable efforts to notify you in advance of any scheduled maintenance.

 

(b) Our SLA obligations do not extend to any unavailability of the Services that is caused by: (i) any hardware or software that you use in connection with the Services; (ii) misuse of our Services or the Platform, including use in breach of the Agreement or use other than in accordance with any
documentation or ther instructions provided by TERRAPIXEL; (iii) circumstances or events beyond the reasonable control of TERRAPIXEL; or (iv) our suspension or termination of your access to the Services pursuant to the rights we have reserved under the Agreement.

 

Storage Platform.

 

The Storage Services enable you to store data and other materials (“Storage Materials”) via a distributed network of third-party devices (“Storage Nodes”) that comprise the Storage Platform. The Storage Platform is an interconnected set of Storage Nodes that independently operate open-source software to facilitate the storage of your Storage Materials. Users acting as Storage Nodes acknowledge that they must comply with EU GDPR Privacy Law. The Storage Services are designed to encrypt Storage Materials locally on your device and then facilitate the distribution of such encrypted data fragments to the Storage Nodes. The Storage Platform and Storage Nodes are not operated or maintained by TERRAPIXEL, and TERRAPIXEL has no responsibility or liability for the Storage Platform or Storage Nodes. The Storage Services enable you to protect against loss of your Storage Materials due to the failure of any individual Storage Node by allowing you to configure the redundancy and distribution of your Storage Materials. You are solely responsible for your use of the Storage Platform, including for configurations that you deem appropriate to maintain access to your
Storage Materials in a manner that meets your expectations. In order to use the Storage Services, you will need to register for an account (“Account”). In connection with your creation of any Account, you will (i) provide accurate, current and complete Account information, (ii) maintain and promptly
update your Account information as necessary, (iii) maintain the security of your Account, including by not using the same password for the Storage Services that you use for third-party services, (iv) not disclose your password or private keys to any third party, and (v) immediately notify us if you discover or otherwise suspect any unauthorized activities in connection with your Account or the Storage Services. You acknowledge and agree that if you lose your password, you may not be able to recover any Storage Materials. One same person cannot hold various free TERRAPIXEL accounts. TERRAPIXEL offers a referral program where users can earn €5 worth of credit that can be used inside TERRAPIXEL’s platform. By referring a friend to join TERRAPIXEL, both parties can earn €5. The person you refer must be an active TERRAPIXEL user, and can sign up in any of TERRAPIXEL’s plans. TERRAPIXEL reserves the right to review referrals and disqualify any referrals that haven’t been active in the platform. A single user can earn a maximum of €100 worth of referral credit.

 

Storage Materials.

 

(a) TERRAPIXEL will not be responsible for any loss, misuse, or deletion of Storage Materials or any failure of any Storage Materials to be stored or encrypted. You are solely responsible for backing up any Storage Materials.

 

(b) You are responsible for properly configuring and using the Storage Services to store your Storage Materials via the Storage Platform, and for maintaining appropriate security of your Storage Materials, which may include the use of encryption. We reserve the right at any time, without notice, to remove, reject or delete any Storage Materials that contain plain text data or otherwise violate the terms of this Agreement (including TERRAPIXEL Terms of Use relating to User Content).(c) You are solely responsible for ensuring that any processing of Storage Materials via the Storage Services is in compliance with all applicable laws. We make no representations or warranties regarding the suitability of the Storage Services for the processing of any particular types of data. You will provide
all notices to, and obtain any consents from, third parties as required by applicable law in connection with the processing of Storage Materials via the Storage Services. You must not process any Storage Materials that include sensitive data that require heightened security protections, including any (i)
“protected health information,” as defined under HIPAA, (ii) “cardholder data,” as defined by the PCI DSS, or (iii) “Sensitive Personal Data” as defined under the EU Directive 95/46/EC as enacted in the member states of the European Union.

 

Payment.

 

(a) We will provide notice via the Services of the fees applicable to use of the Services (‘Fees’). All Fees are exclusive of any applicable taxes unless stated otherwise, which are your sole responsibility. We will provide notice at least 30 days in advance of any increase to the Fees.

 

(b) Except where otherwise indicated via the Services, we will charge all Fees to a payment method designated by you via the Services that is acceptable to us. You represent and warrant that you are authorized to use the payment method you designate via the Services and authorize us to charge all Fees to that method. If your payment method cannot be verified, is invalid, or is not otherwise acceptable, your right to use the Services may be suspended automatically. Fees will be charged on a monthly basis based on the prior month’s usage. You can avoid incurring Fees at any time by
discontinuing your use of the Services to store your Materials.

 

(c) Users with a free account who do not log in to their account for a period of one year will be considered inactive. Users will receive an email notice 7 days prior to reaching inactive status. Once a free account reaches that status, its files will be removed from the network in order to free up space
for those free users who are actively using their account.

 

(d) Accounts on any of our premium plans who fail to renew their plan within a period of 7 days will be terminated.

 

(e) All users who buy any of TERRAPIXEL’s premium plans will be eligible for a 30 day refund, unless they already receive a 30 day trial period of any of TERRAPIXEL’s premium plan. After those first 30 days using any of our premium plans have passed, no refund will be applicable. To request a refund, you should reach out to us via email, at [email protected].

 

(f) Storage Nodes agree to let TERRAPIXEL generate invoices on their behalf, so that both parties can legally justify the payment TERRAPIXEL sends to Storage Nodes every month. The invoice will be issued by the Storage Nodes (with the personal details he specifies at sign up), to TERRAPIXEL. Storage Nodes can contact us and request those invoices at any time.

 

Effect of Suspension or Termination.

 

If your access to the Storage Services is suspended or terminated, you will no longer have access to the Storage Materials processed via the Storage Services for storage in the Storage Platform, and our Storage Materials may not be recoverable. If we terminate or suspend your access to the Storage
Services for reasons other than your breach of the Agreement, we will make commercially reasonable efforts to provide you an opportunity to retrieve your Storage Materials via the Storage Services. We will terminate any free accounts that have no activity for one year (this includes any account that has not uploaded, downloaded, shared or modified a file in a period of one year). We will also terminate accounts under any of our paid plans, that fail to renew their plan after 7 days from the payment renewal deadline. Appropriate notice will be given to the user to try to avoid account termination.

 

Miscellaneous.

 

The Agreement constitutes the entire agreement between you and TERRAPIXEL relating to your access to and use of our Services. We may assign our rights and obligations under the Agreement. The failure of TERRAPIXEL to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under the Agreement where the delay or failure results from any cause beyond our reasonable control. Except as otherwise provided in herein, the Agreement is intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.