Terms and Conditions of Data Products and Services

Welcome to ImportGenius!

These Terms and Conditions of Products and Services (these "Terms and Conditions"), together with the subscription page(s) at www.ImportGenius.com and any related subdomains thereof (the "Website") through which these Terms and Conditions are linked or made available ("Subscription Page"), are a binding agreement (this "Agreement"), by and between Trade Data Services, Inc. (d/b/a ImportGenius), an Arizona corporation, with offices at 8485 E McDonald Drive #275, Scottsdale, AZ 85250 ("ImportGenius") and you and the business entity you represent as specified on the Subscription Page ("You" or "Customer"). Each of Customer and ImportGenius, is referred to herein as a "party" and together the "parties".

BEFORE YOU CLICK ON THE "I ACCEPT" OR "I AGREE" BUTTON OR ANY OTHER INDICATION OF AGREEMENT, CAREFULLY READ THESE TERMS AND CONDITIONS AND CONFIRM THE SERVICES, PRICING AND OTHER TERMS ON YOUR SUBSCRIPTION PAGE.

BY CLICKING ON THE "I ACCEPT" OR "I AGREE" BUTTON OR PROVIDING ANY OTHER INDICATION OF AGREEMENT ENABLED ON THE SUBSCRIPTION PAGE OR USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING, AND HEREBY AGREE, TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL YOUR EMPLOYEES, CONTRACTORS OR OTHER PERSONS OR ENTITIES THAT GAIN ACCESS TO THE WEBSITE AND/OR THE SERVICES DIRECTLY OR INDIRECTLY FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK "I ACCEPT" OR "I AGREE" BUTTON OR ANY OTHER INDICATION OF AGREEMENT AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE IS ALSO SUBJECT TO THE TERMS AND CONDITIONS OF USE THEREOF, THOUGH THESE TERMS AND CONDITIONS SHALL GOVERN IN THE EVENT OF A CONFLICT WITH SUCH WEBSITE TERMS.

1. Subscription Page, Products and Services

1. Subscription Page. You and ImportGenius each hereby agree to all of the specifications, terms and pricing set forth on the Subscription Page, which is hereby incorporated by reference into this Agreement. Any terms used in these Terms and Conditions but not defined shall have the meaning ascribed to such terms in the Subscription Page.
2. Provision of Products and Services. Subject to Your payment of the applicable Fees and all terms and conditions of this Agreement, ImportGenius will provide You with services in material compliance with the delivery methods, delivery schedule, and specifications set forth in the Subscription Page (the "Services") comprised of (i) where specified on the Subscription Page, access to ImportGenius' online customer portal, including the analytics and other tools available thereon ("Platform") available through ImportGenius's website at www.ImportGenius.com (together with any related subdomains thereof, the "Website"), (ii) access to certain products, data feeds and deliverables through the Platform or other means provided by ImportGenius from time to time as set forth in the Subscription Page ("Products"), and (iii) such other professional or additional services as the parties may mutually agree on the Subscription Page or in writing from time to time.
3. Access to the ImportGenius Platform; Restrictions. During the Term, to the extent included in the Services, ImportGenius will provide Customer with online access to the Platform from time to time. Customer shall, at its own cost and expense, provide all equipment, operating systems, and software (including a web browser) needed for Customer to use and access the Platform.
4. Permitted Uses; Redistribution Prohibited. During the Term, to the extent included in the Services, ImportGenius hereby authorizes Customer to use the Services solely for Customer's internal use and such other uses as may be expressly set forth in the Subscription Page, subject to compliance with applicable law and regulation and any additional restrictions identified in the Subscription Page ("Permitted Use"). Except for such Permitted Use, Customer shall not resell, re-circulate, redistribute, republish, display or otherwise incorporate the Services, or any portion thereof, in any externally available content, products or services unless expressly agreed in a separate written agreement between the parties.

2. Fees and Payment

1. Fees. Customer shall pay ImportGenius all the fees set forth in the Subscription Page ("Fees") by credit card or through such other method as established in connection with the Subscription Page.
2. Payment Terms. The Fees shall be due and payable as specified in the applicable Subscription Page; provided that, if the Subscription Page does not set forth the payment terms, Customer understands and agrees that all Fees shall be payable in full in advance of the Initial Term and each applicable Renewal Term. If the Subscription Page permits payment of the Fees in multiple partial or periodic payments, Customer's obligation to pay the Fees for the entire Term shall nonetheless be fully accrued and irrevocable throughout such Term. ImportGenius reserves the right to modify the billing terms and Fees for each Renewal Term; ImportGenius may change the billing terms and/or the Fees by written notice at least sixty (60) days prior to the effectiveness of such new Fees or billing terms. ImportGenius may invoice for any Fees that become due and payable from time to time under the Subscription Page promptly when accrued or due and Customer shall pay all such Fees within thirty (30) days of such invoice, unless otherwise provided in the Subscription Page. All payments shall be made in U.S. dollars.
3. Late Payments. In the event of any undisputed payment that remains outstanding five (5) days after ImportGenius's written notice that such amount is more than five (5) days overdue, ImportGenius may add a monthly interest charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the highest lawful rate allowed, on the unpaid balance of an invoice.
4. Taxes. Customer is responsible for paying all applicable fees and taxes it may incur in connection with access to the Platform. Customer agrees to pay amounts equal to any Federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by Customer to ImportGenius hereunder, this Agreement or any Platform provided by ImportGenius to Customer pursuant hereto and any taxes or amounts in lieu thereof paid or payable by ImportGenius, excluding taxes based on ImportGenius's net income.
5. Audit. Not more than once per annum, ImportGenius shall have the right to audit (or to have an independent third party audit) the books and records of Customer upon reasonable prior written notice to verify Customer's compliance with this Agreement. In connection with such audits, Customer shall provide to ImportGenius reasonable access to such documents and records and access to Customer's facilities and employees as reasonably requested by ImportGenius to verify such compliance. Customer shall promptly correct any non-compliance identified through such audits. ImportGenius may audit more often than annually in order to assess any corrective actions taken to address non-compliance identified in any prior audits. ImportGenius will bear its costs of each audit unless the payment discrepancy is greater than 5% of the amounts properly due for the applicable audited period, in which case Customer will reimburse ImportGenius for the cost of such audit.

3. Ownership of Data and Intellectual Property

1. Data and Intellectual Property. All data, content, reports, images, text and other information in the Services ("Content") and all intellectual property embodied in the Services is the sole property of ImportGenius and/or its licensors and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. ImportGenius does not grant any implied licenses to the Content or intellectual property.
2. Restrictions. Customer is solely responsible for Customer's conduct (and the conduct of anyone who uses the Services on Customer's behalf) with respect to the Services, which Customer uses at Customer's own risk. Except as expressly permitted in writing by ImportGenius, Customer shall not for any reason, directly or indirectly: (i) use, copy, modify, adapt or create derivative works based on the Services; (ii) create Internet "links" to or from the Platform, or "frame" or "mirror" any Content; (iii) disassemble, reverse engineer, or decompile the Services or any portion thereof, or access any of the Services in order to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics, in each case except as expressly permitted by Section 1 and the applicable Subscription Page; (iv) use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit ImportGenius's other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services; (v) harvest or collect information about other users of the Services without their consent; (vi) use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates the terms and conditions of this Agreement; (vii) delete, obscure, or in any manner alter any brand features, logos, warnings, notices (including any copyright or other proprietary rights notices), or links that appear in the in the Services or the Content, (viii) violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any security technology related to the Services, or transmit any malicious code (including any viruses, worms, defects, and Trojan horses), or any other items of a destructive nature, or (ix) infringe or violate any of ImportGenius's rights. If Customer violates any of the foregoing restrictions, Customer's right to use of the Services will immediately and automatically terminate. All other trademarks, service marks, graphics, and logos used in connection with the Services ("Third Party Trademarks") are the property of their respective owners. Customer is granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
3. Feedback. If Customer provides any suggestions, comments, or other feedback (collectively, "Feedback"), Customer grants to ImportGenius an unrestricted, perpetual, irrevocable, non-exclusive right to use, disclose, reproduce, license, distribute, and exploit this Feedback without obligation or restriction of any kind. All such Feedback shall be provided "AS IS."

4. Confidentiality

1. Definition of Confidential Information. "Confidential Information" means any trade secrets or other information of a party or its third party suppliers that is not generally available to the public, whether of a technical, business or other nature (including information relating to a party's or its suppliers' technology, products or services); provided that, Confidential Information does not include any information that: (i) is or was acquired by the recipient from a third party and is not subject to an unexpired obligation to such third party restricting use or disclosure thereof, (ii) is independently developed by the recipient without reliance upon or use of any of the Confidential Information, or (iii) is or has become generally publicly available through no fault or action of the recipient. For the avoidance of doubt, all interoperability information provided by ImportGenius, the Content, and the Services are the Confidential Information of ImportGenius, subject only to the express license rights set forth in this Agreement.
2. Restrictions on Use and Disclosure. Both parties acknowledge that either may receive Confidential Information from the other during the Term of this Agreement. The receiving party shall disclose the other party's Confidential Information only to persons within the receiving party having the need to know the information for the purpose of this Agreement. The receiving party shall treat Confidential Information as it does its own valuable and sensitive information of a similar nature, and, in any event, with not less than reasonable care. Upon the disclosing party's written request, the receiving party shall return or certify the destruction of all Confidential Information.
3. Exceptions. The obligations of either party under Section 4 will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure and without contractual restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party. Further, the receiving party may disclose Confidential Information to the extent such disclosure is required by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party's cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information.
4. Publicity. Customer hereby grants ImportGenius the right to reproduce and display Customer's trademarks and logos on its websites and other marketing materials for marketing, promotional, and advertising purposes and solely for the purpose of identifying Customer as a user of the Services. Should Customer prefer to opt out of this use, Customer may do so at any time by providing written notice to ImportGenius.

5. Indemnification

1. By Customer. Subject to Section 5.3, Customer shall (a) defend ImportGenius, its directors, officers, employees, suppliers, agents, successors, and assigns ("ImportGenius Parties") from and against all third party claims, actions or proceedings arising from Customer's use of the Services ("Customer Indemnified Claims"), and (b) indemnify and hold harmless the ImportGenius Parties from and against liabilities, losses, costs and expenses (including reasonable attorney's fees and on an as-incurred basis) and damages awarded to a third party by a court of competent jurisdiction or in a settlement arising from or in connection with the Customer Indemnified Claims.
2. By ImportGenius. Subject to Section 5.3, ImportGenius shall (a) defend Customer, its directors, officers, employees, suppliers, agents, successors, and assigns ("Customer Parties") from and against all third party claims, actions or proceedings that any of the Services infringes or misappropriates the intellectual property of any third party ("ImportGenius Indemnified Claims"), and (b) indemnify and hold harmless the Customer Parties from and against liabilities, losses, costs, expenses, (including reasonable attorney's fees and on an as-incurred basis) and damages awarded to a third party by a court of competent jurisdiction or in a settlement relating to or arising from or in connection with the ImportGenius Indemnified Claims.
3. Procedure. A party's obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, provided that any failure to give or delaying giving notice shall only relieve the indemnifying party of its obligations only to the extent it materially prejudices the indemnifying party's ability to defend the applicable claim; (ii) granting the indemnifying party to assume and solely control the defense and settlement of such claim, action or proceeding, with counsel chosen by the indemnifying party, and (iii) reasonably cooperating at the indemnifying party's request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnifying party shall enter into any settlement agreement which imposes any admissions, obligations or liabilities on the indemnifying party without the prior written consent of the indemnified party which shall not be unreasonably withheld. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.

6. Limited Warranties and Disclaimers

1. Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement and that the execution of this Agreement has been authorized by all necessary corporate actions.
2. Customer Warranty. Customer represents, warrants and covenants: (a) Customer's name and other contact information is accurately set forth in the Subscription Page and the individual agreeing to this Agreement on behalf of Customer is duly authorized to act on behalf of Customer; (b) Customer is a legitimate operating business and meets ImportGenius's minimum financial qualifications for subscription eligibility to the extent set forth in the Subscription Page; (c) All information provided by Customer and its representatives, including but not limited to business names, contact information, and identity information, whether or not in connection with the Subscription Page, is accurate, complete, and truthful. ImportGenius reserves the right to request additional documentation to verify Customer's identity or business status at any time. Customer's failure to comply with such requests, or the discovery of false, misleading, or incomplete information, may result in immediate termination of Customer's access to the Services without refund; (d) All Customer's employees, contractors or other persons or entities that gain access to the Website and/or the Services directly or indirectly from Customer shall be bound by these terms.
3. Disclaimers. EXCEPT AS SET FORTH IN THIS SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMPORTGENIUS DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IMPORTGENIUS DOES NOT WARRANT THAT CUSTOMER'S ACCESS AND USE OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. ImportGenius makes no warranty as to results to be attained by the Customer or others from the use of the Services. ImportGenius collects data from data providers all over the world. ImportGenius does not verify the Content included in or obtained through the Services. As such, ImportGenius does not and cannot guarantee the accuracy, timeliness or completeness of any Content made available through the Services. Customer agrees that ImportGenius is not responsible for the quality or completeness of any of the Content made available through the Services, which Content is provided on an "AS IS" and "AS AVAILABLE" basis.

7. Limitation of Liability

1. Disclaimer. UNDER NO CIRCUMSTANCES SHALL IMPORTGENIUS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, OR RELATING TO, THIS AGREEMENT, HOWEVER CAUSED, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, WARRANTY, OR OTHER LEGAL THEORY, AND EVEN IF IMPORTGENIUS HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
2. Limitation. IN THE EVENT THAT IMPORTGENIUS IS HELD TO BE LIABLE TO CUSTOMER FOR ANY CAUSE, WHETHER FOR NEGLIGENCE, TORT, BREACH OF CONTRACT, OR FOR ANY OTHER CAUSE OF ACTION, IMPORTGENIUS' AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT, CUMULATIVELY, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER HEREUNDER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FROM WHEN THE CLAIM FOR LIABILITY AROSE.
3. Exceptions; Time Limit. The parties agree that (i) the limitations of this Section 7 shall not limit the parties' indemnification obligations pursuant to Section 5, or apply to a breach of confidentiality, misuse or misappropriation of the Services or any intellectual property rights of ImportGenius on the part of Customer or any unauthorized retention, use or disclosure of the Services or any portion thereof by Customer and (ii) the limitations specified in Section 6 and Section 7 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. No action, regardless of form, arising or pertaining to the Services, may be brought by Customer more than two (2) years after delivery.

8. Term

1. Term. This Agreement shall have a term that commences on the Effective Date and continues for the period specified in the Subscription Page (the "Initial Term"); provided that, if no term is specified in the Subscription Page, this Agreement shall have an Initial Term of one (1) year from the Effective Date. Unless otherwise specified in the Subscription Page, this Agreement shall automatically renew for successive periods of one (1) year, if the Initial Term is one (1) year or longer, or for successive periods equal to the duration of the Initial Term in the event the Initial Term is shorter than one (1) year (each, a "Renewal Term," together with the Initial Term, the "Term") upon the expiration of the Initial Term or then-current Renewal Term. Such automatic renewal shall not occur if otherwise specified in the Subscription Page or if the Agreement has been terminated pursuant to Section 8.2 or if either party provides written notice of non-renewal of this Agreement to the other party at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term.
2. Termination for Breach. Each party may terminate this Agreement upon thirty (30) days prior written notice to the other party if the other party materially breaches this Agreement and fails to correct the breach within such thirty (30) day period, provided, however, that, if Customer fails to pay Fees (as defined herein) or ImportGenius reasonably believes that Customer is in material breach of this Agreement, ImportGenius may immediately suspend provision of the Services. Furthermore, each party may terminate this Agreement upon written notice if the other party ceases to conduct business, becomes or is declared insolvent or bankrupt by a court of competent authority, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within sixty (60) days, or makes an assignment for the benefit of its creditors.
3. Effect of Termination. Upon expiration or termination of the Agreement, all access to the Services shall terminate, no further Services shall be provided to Customer, and, unless the Agreement is terminated for Customer's breach, Customer may utilize the Products received and downloaded by Customer prior to such termination, on an ongoing basis, solely for the Permitted Uses and without access to the Platform.
4. Force Majeure. Neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by riot, fire, natural disaster, utilities and communications failures, governmental acts or orders or restrictions, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non performing party ("Force Majeure"), provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible. Notwithstanding the foregoing, Customer's failure or delay in paying Fees shall not be excused under this paragraph.
5. Other Remedies. Termination will be in addition to and not in lieu of any equitable remedies available to the parties. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any suspension or termination of this Agreement by such party or any expiration hereof which complies with the terms of the Agreement, whether or not such party is aware of any such damage, loss or expenses.
6. Survival. Upon expiration or termination of this Agreement, all the provisions of this Agreement shall terminate, except that Sections 1.4, 2, 3, 4, 5, 6, 7, 8.3, 8.5, 8.6 and 9 shall survive termination or expiration of the Agreement for any reason according to their respective terms.

9. General

1. Entire Agreement; No Waiver. Each party acknowledges and agrees that this Agreement, together with the agreements expressly referenced herein, is the complete statement of the agreement between the parties with respect to the scope set forth in the Subscription Page, and that this Agreement supersedes all prior proposals, understandings and arrangements, oral or written, between the parties relating to this Agreement. No waiver of any provision of this Agreement shall be valid unless agreed in writing or through a click through agreement between the parties, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any right hereunder.
2. Governing Law. This Agreement shall be governed by the laws of the State of Arizona without regard to its principles of conflicts of law where such principles would permit the application of the law of any other jurisdiction. Subject in all respects to Section 9.3 hereof, each party expressly consents to the jurisdiction of the state and federal courts located in Phoenix, Arizona, to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY. The parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any state having jurisdiction and shall not be governed by the United Nations Convention on the International Sale of Goods.
3. Binding Arbitration. If a dispute, controversy or claim arises out of or relates to this Agreement, or the breach, termination or validity thereof, and if either party decides that the dispute cannot be settled through direct discussions, the parties agree to settle the dispute through arbitration. The arbitration shall be conducted by one (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be Phoenix, Arizona and the arbitration shall be conducted in the English language. The arbitrator shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement. In each case, the arbitral award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets. Subject to any arbitral award, costs of arbitration shall be borne equally by the parties. The arbitrator shall require the non-prevailing party to pay all fees and expenses of the arbitration and the reasonable legal fees of the prevailing party. The arbitration requirement does not limit the right of either party to obtain provisional or ancillary remedies, such as injunctive relief, before, during or after any arbitration proceeding.
4. Equitable Relief. Failure on the part of the receiving party to abide by Section 1.4 or Section 4 shall cause the disclosing party irreparable harm for which damages, although available, may not be an adequate remedy at law. Accordingly, the disclosing party has the right to seek an injunction to prevent any violations or attempted violations of this Section 4 and seek to recover court costs and reasonable attorney fees incurred by the disclosing party in the enforcement of Section 4.
5. Assignment. Neither party may assign or transfer this Agreement in whole or in part to any third party without the other party's express written consent, except that ImportGenius may assign this Agreement without such consent as part of a merger, acquisition, or other change in ownership of all or substantially all of the assets of ImportGenius relating to this Agreement. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns. No provision of this Agreement shall be deemed to confer upon any third party any remedy, claim, liability, reimbursement, cause of action, or other right whatsoever.
6. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve, as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
7. Independent Contractors. ImportGenius and Customer are not partners or in a joint venture; neither party is the agent, representative nor employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility nor liability for the actions of the other party except as expressly provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. Customer's employees are not and shall not be deemed to be employees of ImportGenius. Customer shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen's compensation and any similar taxes associated with employment of Customer's personnel.
8. Anti-Bribery. Each party undertakes, represents and warrants that all of its activities under or pursuant to this Agreement shall comply with all applicable laws, rules, regulations, ordinances, and codes relating to export controls or economic or trade sanctions restrictions, anti-bribery and corruption laws and regulations (including, United States federal law of Foreign Corrupt Practices Act of 1977 and the UK Anti-Bribery Act) under any applicable law. In addition, each party acknowledges that they have a zero tolerance of bribery and corruption, both with governmental officials and private parties and that the violation of this clause will be grounds for immediate termination of the Agreement.
9. Notices. All notices and other legal communications permitted or required to be given under this Agreement must be in English and shall be deemed to have been duly given if such notice of communication shall be in email with return receipt confirmation. For purposes of email notice under this paragraph, notices to ImportGenius may be directed by Customer to notices@importgenius.com and notices to Customer may be directed by ImportGenius to the email address set forth in the Subscription Page.
10. Headings. The headings of the sections and paragraphs of this Agreement shall be for convenience only.
11. Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or other electronic means (such as e-mail exchange of .pdf or .tif files) with the same effect as physical delivery of manually executed originals.
12. Subcontractors. Notwithstanding anything herein to the contrary, ImportGenius may fulfill any of its obligations under this Agreement through third party service providers and suppliers provided that ImportGenius shall remain responsible for such obligations to the same extent as if performed by ImportGenius.