LIFTECH TERMS OF SERVICE

These terms of Service between you, the undersigned (“you”), and Liftech, Inc. and its affiliates (“Liftech”) and the corresponding order form (as may be executed between Liftech and you from time to time) (collectively, the “agreement”) constitute a binding agreement between you and Liftech and govern your use of the solution.

By executing an Order Form, or otherwise by using the Services in any manner, you are accepting and agreeing to be bound by all the terms of this agreement, which acceptance date shall be deemed the Effective Date of this Agreement. If you do not agree to this Agreement, you should immediately avoid the use of the Services and return them to Liftech. 

1. Definitions. All capitalized terms used herein shall have the meanings set forth below:
   • “Affiliate” shall mean any entity that Controls, is Controlled by, or is under common Control with you, provided that such an affiliate is not a competitor of Liftech. “Control” shall mean the ownership, directly or indirectly, of 50% or more of the voting interest.
   • “Authorized Users” means your employees or authorized consultants and subcontractors (excluding any competitors of Liftech) whose duties relate to construction-site management and require access to the Solution only where such use is required as part of their performance of the services for your benefit.
   • “Device” all hardware equipment identified in the Order Form which are proprietary to Liftech and are leased to you in accordance with the terms of this Agreement.
   • “Documentation” means the standard manuals, specifications and other documentation provided or made accessible to you along with the Solution.
   • “Intellectual Property Rights” shall mean any (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and/or (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
   • “Order Form” means the ordering document the Parties have signed and entered into in respect of the Services.
   • “Solution” means Liftech’s IOT smart lift solution, mobile edition generally available on IOS and Android and user interface and dashboard available in Liftech’s website.
   • “Services” means the delivery of the Liftech system as an integrated product comprising of the Solution together with the Device, and all modifications, enhancements, improvements and derivative works of the foregoing, as well as the Implementation Services and Support Services provided in connection therewith. References to the Services shall include the Documentation.
2. Pilot License
   • License. The Services may be offered to you as part of a pilot for evaluation purpose only for a period of thirty (30) days (the “Pilot Period”). Subject to your compliance with the terms of this Agreement, Liftech hereby grants to you a nonexclusive, non-transferable, non-sub-licensable, limited right to access and use the Services at no additional cost, solely for internal evaluation in accordance with the term and scope of use detailed in the Order Form (the “Pilot”).
   • Loan of Device. In the event of a Pilot, the Device shall be loaned to you and the provisions of Section ‎4 shall apply mutatis mutandis to such Pilot. At the end of the Pilot Period, you may (i) purchase a right to use the Services subject to the terms of this Agreement, together with payment of all applicable fees, or (ii) promptly return the Device to Liftech as set forth in Section ‎3 of this Agreement.
   • Support Services. Documentation or Support Services may be provided at Liftech’s sole discretion for Pilot licenses as set forth in the Order Form.
   • Disclaimer of Warranty. NOTWITHSTANDING ANY EXPRESS WARRANTIES IN THIS AGREEMENT, UNDER THE PILOT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. SUBJECT TO THE REQUIREMENTS AND LIMITATIONS, IF ANY, OF APPLICABLE LAW, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT APPLY. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS UNDERTAKEN BY YOU. YOUR SOLE RECOURSE IN THE EVENT OF ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.
3. Grant of License
   • Grant of License to the Solution. Subject to the terms and conditions of this Agreement (including payment in full of applicable fees) and for the Subscription Term, Liftech hereby grants you a limited, revocable, personal, non-transferable, non-assignable, non-exclusive, non-sublicensable license to access and use the Solution as part of the Services, solely for internal business purposes, all in accordance with the license scope set forth under the Order Form (which may include, inter alia, applicable metric usage parameters, permitted number of Authorized Users, add-on features and pricing relevant to any functionality available as part of the Services). If you wish to add Authorized Users or increase the scope of use, you may purchase additional licenses for Authorized Users which will become applicable for the remainder of your subscription period.
   • User Account. In order to use the Services, you have to create an account (“Account”). You agree to (i) provide accurate and complete Account and login information; (ii) keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) remain solely responsible for the activity that occurs in your Account including with respect of your Authorized Users; and (iv) promptly notify Liftech of any unauthorized access or use of the Account or the Service. Liftech will not be liable for any loss that you may incur as a result of unauthorized use of the Account. You will not allow the use and access to the Services by third parties or anyone other than the Authorized Users. The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your Account to ensure that no minor under that age has access to the Services.
4. Lease of Device
   • Lease. For purpose of providing the Services, Liftech shall lease, rent or otherwise make available to you those Device units specified in the Order Form, which shall be leased to you for the lease period set forth therein (the “Lease Period”). The Device is provided on loan, lease or rent and is not sold to the Customer and Liftech retains title to the Device at all times.
   • Liens; Encumbrances. At all times, you shall ensure that the Device is not subject to any encumbrance, gift, pledge, mortgage, lien, or similar provision of right interest on or with respect to the Device and shall ensure the Device is free of all such encumbrances. You shall not make any actual or attempted assignment, lease, sublease, license, sublicense, encumbrance, gift, pledge, mortgage, lien, or similar provision of right interest in or title to the Device, this Lease or any portion thereof without the prior written consent of Liftech, which may be granted or denied in Liftech’s sole discretion. You will give Liftech immediate written notice if any legal process or lien is asserted or made against the Device.
   • Delivery and Return; Risk of Title. Liftech shall deliver the Device units as specified in the Order Form to such location designated in the Order under ex works (incoterms 2022). You shall be responsible to keep and maintain the Device in good working condition during the Lease Period. In the event the Device is lost or damaged beyond repair, you shall be responsible for the cost of replacement of such Device. Upon the consummation of the Lease Period, you shall ensure the return of all Device units to Liftech at such location designated by Liftech, all in good working condition, less reasonable wear and tear, as it was on the commencement date of the Lease Period.
   • Insurance. You shall be responsible to maintain product liability and property damage insurance with limits corresponding to the value of Device in accordance with Liftech’s instructions, with losses payable to Liftech against fire, theft, and such other risks specified by Liftech. Upon request of Liftech and upon any change or modification of the insurance policy, you shall provide proof of insurance to Liftech.
5. Restrictions and Limitations
   • Restrictions on Use. The Services shall be accessed in accordance with their intended purpose and as detailed in the Liftech website, Documentation, or by any other written instructions of Liftech. Except as expressly permitted by this Agreement, you may not, nor permit anyone else to, directly or indirectly: (i) copy, modify, translate, create derivative works of the Services; (ii) decompile, reverse engineer or disassemble the Solution and/or any components thereof or otherwise attempt to obtain or have access to the source code for the Services; (iii) give, sell, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Services to any third party, including, but not limited to your Affiliates, or use the Services in any service bureau arrangement; (iv) circumvent, disable or otherwise interfere with security-related features of the Solution or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Solution; (v) use any robot, spider, scraper, or other automated means to access the Solution for any purpose; (vi) transmit or upload any viruses, spyware or other harmful, infringing or illegal content to the Solution; (vii) use the Services to develop a competing service or product; (viii) export or re-export the Services or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (v) contest Liftech’s Intellectual Property Rights to the Liftech IPR; (vi) use the Service that is installed on or embedded or included in any Device on any server or hardware other than the Device as delivered by Liftech or its distributors; (vii) remove or add any labels, notices or logos embedded on or attached to the Services, (viii) perform any act or be responsible to any omission that in Liftech’s discretion jeopardizes, destabilizes, interrupts or encumbers the Services or has a detrimental impact on Liftech or Liftech IPR (ix) use the Services in any unlawful manner or in breach of this Agreement. Any right not explicitly granted to you is reserved to Liftech or its licensors.
   • You are solely responsible for acquiring and maintaining all of the hardware, software and services necessary to access and make use of the Services, including without limitation paying all fees and other costs related to internet access. You shall use the Services in a proper environment as set forth in the Documentation and in compliance with the applicable operating instructions.
6. Support and Professional Services
   • Installation and Implementation Services. Subject to payment of applicable fees, Liftech shall provide those installation and implementation services as set forth in the Order Form (“Implementation Services”).
   • Support Services. Subject to payment of applicable fees, Liftech will maintain and support the Services in accordance with the Service Level Agreement attached to your Order Form or made available through the Liftech website, as amended from time to time (the “Support Services“). Any updates and upgrades of the Solution shall be offered to you solely as based on the SLA.
7. Changes to Services. Liftech may add, enhance, upgrade, modify or discontinue any functionality, feature or tool available through the Services in our discretion without further notice. However, if Liftech makes any material adverse change in the core functionality of the Services, then Liftech will notify you via the Services or by sending you an email in accordance with the details provided in your Account.
8. Fees and Payment
   • Fees. In consideration of the Services, you shall pay Liftech those fees set forth in the Order Form (the “Fees”). Liftech may, at its discretion at any time, change the Fees and/or payment method, which shall become applicable for the subsequent Subscription Term. You will be charged the updated Fees only after a notice is provided, either by email and/or a prominent notice through the Services. By continuing to use the Services following such notice, you agree to be bound by these modifications. Please note that separate terms and conditions of third-party payment processors may apply to the payment of any applicable Fees.
   • Billing. Unless specified otherwise, (a) you will be invoiced for the Fees upon execution of this Agreement, and upon the renewal of any Subscription Term and (b) payment is due and shall be made within thirty (30) days after the date of the Order Form or the end of the applicable Subscription Term, and (c) all amount payable hereunder shall be paid in United States Dollars. All fees are non-refundable. All amounts not paid when due shall bear interest at the rate of one percent (1.5%) per month, or at the highest rate allowed by law, whichever is less, from the date due. 
   • Taxes. Prices are exclusive of all taxes of any nature. You will responsible to pay all applicable taxes, including all sales, use, value added, withholding or other taxes and fees, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, except for taxes based on Liftech’s net income.
9. Representations and Warranties
   • Warranty. Liftech warrants that each of the Solution and Device will materially conform with the technical specifications included in the Documentation for a period of thirty (30) days commencing upon the Effective Date (the “Warranty“). The following are excluded from the foregoing Warranty: (a) the Solution or Device has not been properly operated, repaired or maintained in accordance with the Documentation and the written instructions of Liftech; (b) the Solution or Device has been modified by persons other than Liftech or its authorized representatives; (c) any error or failure (other than reasonable wear and tear) resulting from the conditions of your on-premise environment or any that of any third party; or (d) material breach of this Agreement, including any non-payment of applicable fees (the “Warranty Exclusions”).
   • Remedy. In the event of any non-conformance in the Solution in accordance with the Warranty, Liftech shall use commercially reasonable efforts to provide a fix, patch or workaround (which may be included in a future update) for reproducible defects in the Solution reported to Liftech in writing, all at no additional charge to you. In the event of non-conformance with the Device in accordance with the Warranty, Liftech shall inspect any non-conforming units of Device on-site pursuant to this Section. The aforementioned remedy shall be contingent upon: (i) any warranty claim shall be made by you in writing, with sufficient detail, within the applicable warranty period; (ii) Liftech shall determine that the defect is not due to any misuse, abuse, neglect, negligence, or unauthorized repair or modification of the Solution or Device in breach of the Warranty Exclusions (as determined by Liftech at its discretion); (iii) the failure or error is reproducible by Liftech. Any fix, patch, or workaround provided as part of the foregoing remedy will not re-commence the warranty period and are warranted for the remainder of the warranty period, as then in effect. Liftech shall charge you for the cost of replacement of any Device units which are found upon its inspection to be non-conforming due to your breach in accordance with the Warranty Exclusions.
10. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTY. LIFTECH EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES REMAINS WITH YOU. LIFTECH DOES NOT WARRANT THAT THE ACCESS TO AND USE OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS ARE REPRODUCIBLE OR THAT ERRORS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES INCLUDING WITHOUT LIMITATION IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
11. Indemnification
    • Intellectual Property Indemnity. Liftech shall indemnify you from and against any liabilities, losses, damages, claims, suits, and expenses, including reasonable legal expenses, of whatever kind and nature (“Losses”), imposed upon you pursuant to final award in court or settlement arising out of any third-party claim brought against you alleging that the Service used as contemplated by this Agreement violates any intellectual property rights of such third party. Liftech shall not be liable for any infringement claim to the extent caused by (a) a modification to the Service by any third party, other than Liftech and its suppliers and vendors, that has not been authorized by Liftech in writing, to the extent that such an infringement otherwise would not have occurred; (b) use of the Service in combination with other products not provided by or through Liftech, unless such products otherwise were approved by Liftech in writing, to the extent that such an infringement otherwise would not have occurred; (c) your failure to use updated or modified Service or Solution provided by Liftech to avoid infringement; or (d) unauthorized use of the Service by you or by any third party on your behalf in violation of the terms of this Agreement to the extent that such an infringement otherwise would not have occurred.
    • Procedure. The indemnity obligations set forth in this Section are contingent upon (a) you giving prompt written notice to Liftech of any claim subject to indemnification under this Agreement, (b) you granting Liftech the sole control of the investigation, defense and related settlement for such claim; and (c) providing Liftech reasonable assistance and cooperating in the defense and settlement negotiations as requested by Liftech.
    • Enjoinment. If the Service is held to infringe any intellectual property right, Liftech may, at its sole discretion and at its own expense, either (i) procure a license without cost to you to enable you to keep using the Services or; (ii) replace or modify the Service or Solution to eliminate the infringement claim, provided that their functionality remains substantially equivalent. If neither of these remedies are commercially reasonably available, Liftech may terminate this Agreement and you may receive a prorated refund of un-usued fees calculated as of the date of termination.
12. Intellectual Property Rights
    • Liftech IP. All right, title and interest in and to the Services, including without limitation the Solution and Device, and any underlying data, design, features, any new version releases, enhancements, modifications, improvements, derivative works thereof and Feedback, and all Intellectual Property Rights therein, are and shall remain solely owned by Liftech or their respective licensors (“Liftech IPR“).
    • Feedback. You may provide Liftech with feedback regarding the Services, including without limitation suggestions, ideas and user experience testimonies (collectively, “Feedback”). Feedback shall not include your Confidential Information. Liftech may, in connection with any of its services or solution, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise and you hereby assign all right, title and interest in and to all Feedback to Liftech upon creation thereof.
    • Usage Data. Usage Data includes aggregate, analytical or statistical data which is derived, created or learned from the use of the Services (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, Liftech may collect and use Usage Data to develop, improve, support, and operate its products and services, and Liftech may use such Usage Data for internal business purposes only to the extent such Usage Data has been aggregated and anonymized such that you, your Authorized Users or your end users cannot be identified.
    • Third Party Components. The Solution includes third party software components that are subject to open source licenses or pass through commercial licenses (“Third-Party Components”, and “Third-Party Terms”, respectively). Some of the Third Party Software Terms may be made available to you through the Services, its Documentation or via a supplementary list provided by Liftech. Any covenants, representations, warranties, indemnities and other commitments with respect to the Services in this Agreement are made by Liftech and not by any authors or suppliers of, or contributors to such Third-Party Components. Any use of Third-Party Components is subject solely to the rights and obligations under the applicable Third-Party Terms. If there is a conflict between any Third-Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related Third Party Components. Notwithstanding anything in this Agreement to the contrary, Liftech does not make any representation, warranty, guarantee, or condition, and does not undertake any liability or obligation, with respect to any Third Party Components.
13. Confidentiality
    • Each party may have access to certain non-public and/or proprietary information of the other party (the “Discloser“), in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and to any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (”Confidential Information”). Notwithstanding anything to the contrary, Liftech IPR is deemed as Liftech Confidential Information. Neither party shall have an obligation under this Agreement to maintain in confidence any information that it can demonstrate that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the Discloser; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of the Discloser’s Confidential Information; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall make best effort to provide prompt notice of such court order or requirement to the Discloser to enable the Discloser to seek a protective order or otherwise prevent or restrict such disclosure.
    • Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the Discloser’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the Discloser except as expressly permitted under this Agreement. All right, title and interest in and to Discloser’s Confidential Information are and shall remain the sole and exclusive property of the Discloser.
14. Term and Termination
    • Term. The term of this Agreement shall commence on the Effective Date and will continue for the applicable subscription period (including as applicable to any Pilot Period) set forth in the Order Form (the “Subscription Term”), and thereafter automatically renewed for additional rolling periods of the same duration (each, a “Renewal Term” and together with the Subscription Term, the “Term”). Either party may provide a notice of non-renewal of the Term no less than thirty (30) days prior to the then in-effect Subscription or Renewal Term
    • Termination. A party may terminate this Agreement: (i) upon the other party’s material breach that is not cured within thirty (30) days after receiving written notice of such breach; or (ii) upon providing written notice in the event that one or more of the following events occur(s): (a) appointment of a trustee or receiver for all or any part of the assets of the other party; (b) insolvency or bankruptcy of the other party; (c) a general assignment by the other party for the benefit of creditor(s); or (d) dissolution or liquidation of the other party. Notwithstanding, Liftech may terminate the Pilot upon immediate notice to you for any reason.
    • Effect of Termination. Upon termination of this Agreement, (i) all licenses granted under this Agreement shall expire, and Liftech will cease providing the Services; (ii) each party shall return any copies of Confidential Information to the Discloser, provided however, that any of your Content shall be immediately deleted by Liftech upon termination of this Agreement; (iii) any outstanding Fees shall become immediately due and payable on the date of termination of the Agreement; and (iv) you will return the Device to Liftech in accordance with the terms of this Agreement. If the Agreement is terminated by you for the material breach of Liftech then you will be entitled to a refund of the unused pre-paid annual subscription amount calculated from the date of notice of termination for material breach issued by you. Those provisions of this Agreement which by their nature should survive the expiration or termination of this Agreement shall so survive its expiration or termination, including without limitation, Sections ‎2, ‎10, ‎11, ‎12, ‎13, ‎14.3, ‎14.3, and ‎15-‎16.
15. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIFTECH OR ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE, MALFUNCTION, FIRE, ELECTRICAL FAILURE OR SHORT CIRCUIT), OR LOSS OF PROFITS OR DATA OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF LIFTECH OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OR INDEMNIFICATION FOR THIRD PARTY INFRINGEMENT CLAIMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LIFTECH AND/OR ITS LICENSORS, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO LIFTECH HEREUNDER DURING THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO DAMAGES.
16. Publicity. Liftech may use your name and logo on its website and other marketing materials and presentations in order to refer to this engagement.
17. Miscellaneous
    • Modifications. We reserve the right, at our discretion, to change this Agreement at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Agreement on the Liftech website, and your continued use of the Service thereafter means that you accept those changes.
    • Governing Law/Venue. This Agreement shall be governed by the laws of the State of New York, U.S., without regard to that state’s conflicts of laws rules. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate court sitting in New York, NY.
    • Assignment. Neither party may assign or otherwise transfer its rights or obligations under this Agreement without the prior consent of the other party, provided that either party may assign or otherwise transfer its rights or obligations herein to an Affiliate or in the event of transfer to a person or entity who directly or indirectly acquires all or substantially all of the assets or business of such party, whether by change of control, sale, merger or otherwise, without consent. Any prohibited assignment, transfer or sublicense shall be null and void.
    • Entire Agreement. This Agreement and any exhibits hereto set forth the entire agreement and understanding between the parties. For the sake of clarity, these terms and conditions shall not apply to licensees who have licensed the Services through, and signed an end user license agreement with, a reseller or partner authorized by Liftech to resell subscriptions to the Software, so long as such end user license agreement complies substantially with the terms and conditions of this Agreement. In such cases, you are granted a license in the Services by and through the reseller and not directly by Liftech.
    • No Waiver. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of any condition or of any breach of any term contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of any breach of any such term or any other term set forth in this Agreement.
    • Severability. If any provision of this Agreement is unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained in this Agreement invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any portion of this Agreement shall not affect the remaining portions of this Agreement.
    • Force Majeure. Liftech will not be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including without limitation, natural disasters, acts of civil or military authority, fire, flood, war, labor shortage or dispute, public health emergencies, pandemic or governmental authority.