GeoPard Community Partner Program Terms and Conditions
This document was last updated on January 31, 2022
These GeoPard Community Partner Program terms and conditions are a set of rules for regulating the cooperation between FlyPard Analytics GmbH (“GeoPard”, “us”, “we” or “our”) and you (“You” or “Your”), together referred to as “Parties” or each separately as a “Party”, regarding subject matter as specified below. When accepting Your Enrollment Form we hereby agree to conclude agreement (the “Agreement”) with You on the terms and conditions set out herein. The Effective Date of the Agreement shall be the date we accept Your Enrollment Form.
When referring to You in these GeoPard Community Partner Program terms and conditions we mean both Services provider and a person authorized to enter into the Agreement on behalf of the Services provider or to otherwise create legally binding obligations for it.
You acknowledge and agree that You have read, understand and agree to be bound by all of the terms of the Agreement, as well as all other applicable rules or policies provided by GeoPard from time to time, and understand that when submitting the Enrollment Form You offer us to enter into a legally binding agreement with You on the terms and conditions specified herein. If You do not agree with the terms set forth herein, then You must not submit the Enrollment Form.
We may make changes to the Agreement from time to time, and will notify You thirty (30) days prior to the date such changes take effect.
1. Definitions In the Agreement: 1.1. Confidential Information means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party (as defined below) considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. 1.2. Credit means a payment unit You can spend in Product to use its features. 1.3. Dashboard means a partner profile containing Your details and details of Your participation in the Program, existing in the form of a document or any other form, accessible via individual link provided by GeoPard to You. 1.4. Enrollment Form means a “Become a Partner” form at the Website that You shall fill out prior to providing the Services under the Program. 1.5. Fee means fee payable to You by GeoPard for the Services. 1.6. Intellectual Property Rights mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 1.7. Product means agricultural technology product available at https://app.geopard.tech/, and corresponding mobile application. 1.8. Promotional Materials mean texts, graphical banners, video, hypertext links (or other links) provided by GeoPard to You via e-mail and aimed to promote the Product on the market. 1.9. Program means GeoPard Community Partner Program, under which You provide Services and have an opportunity to earn Fee based on the level of Your performance subject to the terms of the Agreement. 1.10. Report Period means a period equal to one (1) calendar quarter, including incomplete calendar quarters. 1.11. Representative means Party’s and its affiliates’ employees, officers, directors, consultants, and agents authorized to act on that Party’s behalf. 1.12. Services mean promotion services carried out by You in the form of advertising activity for the purposes of publicizing the Product to increase sales or public awareness of the Product, engagement of the Users for use of the Product. 1.13. User means an agricultural user (e.g. legal entities in the agricultural domain, agricultural enterprises, self-employed farmers, etc.) who was engaged by You and went through the process of registration in the Product referring to You with subsequent payment for the Product. User shall be a new user and not previously being in contract relations with GeoPard, or the last cooperation of GeoPard with that user was twelve (12) months ago or more. 1.14. Website means https://geopard.tech/.
2. Description of the Services 2.1. You provide the Services in accordance with the Agreement and are entitled to earn Fee as described herein. You are not entitled to engage third parties, including subsidiaries and affiliates, to assist You in the Services performance, except independent contractors who are natural persons and perform their functions on the basis of work for hire, engagement or similar type of the agreement. 2.2. Hereby GeoPard grants You a non-exclusive and non-transferable right to promote the Product. To avoid misunderstandings, GeoPard reserves the right to promote the Product on its own behalf or via engagement of third parties. 2.3. When providing the Services, You agree to act in good faith. You shall limit your descriptions of the Product to the marketing information provided by us and shall not make any representations with respect to GeoPard or the Product that are inconsistent with the information directly provided by us. You are not authorized to enter into contracts or agreements on behalf of GeoPard or to otherwise create obligations of GeoPard to third parties. 2.4. API. You are also entitled to perform the Services in regard to our Product’s Application Programming Interface integration to third-party systems (“API Integration”) or other IT-services performed by us. If You find a potential client interested in API Integration or other IT-services performed by GeoPard, then You shall transfer such pre-contract lead directly to us via e-mail or inform us about Your negotiations with this potential client in the shortest possible time. After we receive information about the potential client from You and conduct procedures we deem necessary in respect of this potential client (e.g. review it, discuss it with You and potential client, etc.), the potential client will be accounted as a qualified lead engaged by You. The lead will not be qualified if it was previously in contract relations with GeoPard, or the last cooperation of GeoPard with that client was less than twelve (12) months ago, or it has been previously contacted by GeoPard or another partner of this Program, or it is now in the negotiation process with GeoPard. For engagement of clients for API Integration or other IT-services You will be paid a Fee, provided GeoPard concludes the agreement with a qualified lead engaged by You no later than one (1) year from the date You first communicated information about the potential client. You will be paid Fee in the amount of ten (10) % from the monetary funds received by us from the cooperation with qualified lead for the use of the API Integration or other IT-services performed by us within the corresponding calendar year. Fee will be paid no later than fifteenth (15th) of the month following the end of the corresponding calendar year on the terms as provided herein. The payments received from a particular qualified lead are used for the purposes of Fee calculation for no longer than two (2) years from the first payment of this qualified lead for API Integration or other IT-services. Details regarding engagement of clients for API Integration or other IT-services are provided in the Dashboard.
3. Enrollment 3.1. In order to enroll in the Program to provide the Services,You shall first complete and submit the Enrollment Form available at the Website. By submitting the Enrollment Form, You provide us with the offer to conclude the Agreement under the terms described herein. 3.2. The Enrollment Form shall contain Your full company’s name, name and e-mail of Your Representative authorized to provide us with the offer to conclude the Agreement on Your behalf, country of Your main place of business. You may also provide us with Your website link and any other information at Your discretion. 3.3. Upon reviewing Your Enrollment Form, GeoPard notifies You of its acceptance or rejection, generally within two (2) business days since the Enrollment Form is submitted. Enrollment Form acceptance shall be considered as our acceptance of Your offer to conclude the Agreement. 3.4. The Enrollment Form may be accepted only in case You comply with the eligibility requirements provided herein. For the purposes of verifying your compliance with the eligibility requirements we may propose to conduct the interview with You. Form, time and date of the interview is defined subject to the agreement of the Parties. 3.5. You are eligible to provide the Services under the Agreement provided you comply with the following requirements: a) You are a legal entity under the laws of the state you are incorporated in; b) Your business domain is agricultural services, agricultural consultancy, production of agricultural goods, other activity in the field of agriculture. 3.6. We may reject Your Enrollment Form in our sole discretion without explanation of the reasons. 3.7. Your Enrollment Form will be rejected in any way due to the following reasons: a) Your website or other media which the Product will be promoted through infringes or might infringe our or third parties’ rights including but not limited to intellectual property rights; b) Your website or other media which the Product will be promoted through contain obscene, erotic, pornographic or other similar content, encourage, describe or promote consumption of illegal drugs, contain hate, violence, discriminatory, racist or offensive content, promote illegal activities or otherwise violate any applicable laws, contain any malware, fraudulent or deceptive code, include other inappropriate elements that are determined as inappropriate at our sole discretion; c) You include GeoPard’s registered trademark in Your domain name or title; d) Your Website or other media which the Product will be promoted through have more than sixty (60) % of space or content covered by advertisements simultaneously. 3.8. On accepting the Enrollment Form, You are issued a unique referral code or link via e-mail. 3.9. After acceptance of the Enrollment Form, You shall provide us with Your contact details additionally requested by us (bank details, etc.), as well as update such contact details and other information entered in the Enrollment Form from time to time. You are fully liable for accuracy and correctness of such details and shall bear any charges that may be caused by failure to comply with this provision.
4. Engagement of the Users 4.1. After acceptance of the Enrollment Form, You are eligible to start the Services provision. 4.2. To engage the Users You provide them with referral code or link You were issued. 4.3. You are not allowed to use the following means or undertake the following actions as a part of Your Services performance: a) use misleading or fraudulent means to motivate Users to start using the Product; b) use spam, misleading ads or creatives, pop-ups or pop-unders; c) use automatic openings function, spiders, robots; d) use sources blacklisted by us as notified to You; e) use the equivalent techniques and technical means as specified above in this clause solely used by You to unlawfully engage the Users or maximize Your Fee. 4.4. When registering in the Product the User shall go via referral link provided by You, or enter the referral code in the special field of the registration form, or provide us with information about the fact it was engaged by You in any other way. 4.5. The User may inform us it was engaged by You no later than fourteen (14) calendar days from the date of its registration in the Product. Otherwise, it is of GeoPard’s sole discretion whether to take such User into account for the purposes of Your Fee calculation.
5. Promotional materials 5.1. We will make Promotional Materials available to You for usage via e-mail. 5.2. You are not entitled to modify, adapt, re-design, de-assemble, adjust, localize, in any way change the Promotional Materials as well as create new advertising materials using any materials, text, links, wording, etc. provided by GeoPard under the Agreement without prior expressed written approval of GeoPard or unless we directly specify otherwise in the instructions for the use of the Promotional Materials. Any use of such materials including the Promotional Materials shall be strictly in accordance with the Agreement. All Intellectual Property Rights to the Promotional Materials are and will remain with GeoPard. 5.3. You are granted a non-exclusive, non-transferrable, non-sublicensed license for Promotional Materials for the period of this Agreement’s validity. The Promotional Materials may not be used by You or third party for any purpose other than to provide the Services. 5.4. You are allowed to make Your own Promotional Materials provided their content complies with the Agreement terms, and they are prior approved by us. You hereby grant all right, title or interest in or to any Intellectual Property Rights to the Promotional Materials created by You. Intellectual Property Rights are considered transferred to us from the moment of creation of Promotional Materials. No additional fees are applicable to the transfer of Intellectual Property Rights.
6. Fee 6.1. For the provision of the Services we will pay You Fee in the amount and according to the terms and conditions as provided herein on the basis of Your invoice submitted to GeoPard. 6.2. The Fee is calculated based on the gross payments received from the Users within the Report Period, and is payable in case it is not less than 300 USD (minimum threshold). If there were no payments from the Users in the Report Period You are not entitled to receive Fee. Particular rates for the Fee calculation are set out in the special section of the Website or in the Dashboard. In the event of a conflict between the rates specified on the Website and in the Dashboard, the rates from the Dashboard shall prevail. We reserve the right to unilaterally change the Fee amount rate with Your thirty (30) days prior notification. 6.3. You will be paid the Fee until the fifteenth (15th) of the calendar month following that Report Period provided that Your invoice was duly submitted to GeoPard no later than the tenth (10th) of the calendar month following that Report Period. GeoPard reserves the right to make payment later by the number of days You delayed submitting the invoice. Such late payment will not be considered a delay, and GeoPard will not be liable for it. 6.3.1. You shall submit the invoice directly to Geopard via e-mail or other contractual means. The invoice shall contain, at least, the following: – the name and date of the invoice, and – the amount of Fee payable (as calculated in accordance with the Agreement), and – the names of the parties (You and GeoPard), and – titles, last names, initials of Your representative, and – your relevant bank details (if they differ from those provided under the present Agreement) 6.3.2. The Fee is paid provided You reached the minimum threshold in that Report Period. The Fee is paid taking into account the Fee amount for the Report Periods for which the payment was not made (e.g. due to the failure to reach the minimum threshold, etc.). The payments received from a particular User are used for the purposes of Fee calculation for no longer than two (2) years from the first payment of this User. 6.3.3. If GeoPard, in good faith, disputes any amount due under invoice submitted by You, GeoPard will notify You of the specific basis for the dispute and, will pay that portion of the Fee that is undisputed unless the dispute is resolved. 6.4. No additional fees, costs or other sums are payable to You under the Agreement. 6.5. You may access at any time the Dashboard where the Users engaged by You are specified. Additional reports regarding Your participation in the Program may be provided at our discretion. 6.6. The Fee amount is calculated in USD/EURO depending on what currency is more convenient for You. If payment currency is not USD/EURO we will convert the due amount using the conversion rate adopted by the European Central Bank as of the last day of the Report Period for which the Fee is paid. 6.7. The Fee is paid by means of wire transfer or via PayPal in accordance with the details provided by You. To avoid misunderstanding, the Parties understand and accept that GeoPard will not be liable for any failure in payment obligations if You do not receive the Fee due to the reasons out of the GeoPard’s control (e.g. Your failure to update bank details, fault of Your bank, correspondent bank, etc.). In case payment of the Fee was rejected or delayed without our fault, all additional charges that arise in this regard as well as due to repeated attempts to transfer the Fee are borne solely by You, and it shall not be considered our failure to perform the Agreement in a proper manner. 6.8. The payment is deemed to be duly performed at the time when the funds are debited from GeoPard’s bank or PayPal account. 6.9. Each Party bears its own obligation to pay fees, taxes and other payments, including a withholding tax itself wherever it arises. All costs, commissions and payments to the bank or payment system associated with the Fee transfer are borne by You, and may be deducted from the Fee if paid by GeoPard. 6.10. Services are not limited to particular territory. Nevertheless, we reserve the right to limit the list of territories the Users from which are accounted for the purposes of the Fee calculation through the means of posting such a list in the special section of the Website or in the Dashboard. In the event of a conflict between the information contained on the Website and in the Dashboard, the information from the Dashboard shall prevail. The list may be amended at any time with thirty (30) days prior notification. 6.11. By your request, the Fee payment could be replaced with adding Credits to your account in the Product. The number of Credits provided to You instead of the Fee shall be equal to the amount of Credits that could be acquired for the amount of Fee accrued to You according to the Credits price in Your subscription plan (https://geopard.tech/pricing/). The Credits are provided on the same terms and conditions as ones for the Fee payment as described herein.
7. Intellectual Property 7.1. You acknowledge that GeoPard owns all Intellectual Property Rights to the Product, including copyrights, patents and trademarks. GeoPard also owns all rights to all Promotional Materials, developments, technology, materials or documentation (including all components thereof) provided under the Agreement. GeoPard expressly reserves all rights to the Product and other objects of intellectual property not expressly granted to You under the Agreement. 7.2. During the term of this Agreement, You hereby grant to us a permission to place Your logo, name, and trademark in a partners’ list on the Website and corresponding marketing purposes. The consent is valid for the term of Agreement’s validity.
8. Confidentiality 8.1. In connection with this Agreement one Party, including any affiliate or subsidiary of such Party (“Disclosing Party”) may disclose or make available Confidential Information to the other Party (“Receiving Party”). 8.2. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 8.3. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for term of this Agreement and one (1) year after the termination and/or expiration of this Agreement: a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; b) except as may be permitted by and subject to its compliance with clause 8.4 herein, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this clause 8.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this clause 8.3; c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; and d) ensure its affiliates, subsidiaries or counterparties’ compliance with, and be responsible and liable for any of their non-compliance with the terms of this clause 8. 8.4. If the Receiving Party or its third parties are compelled by applicable law to disclose any Confidential Information then, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under clause 8.4; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
9. Representations and Warranties 9.1. You represent and warrant to us that: 9.1.1. You have the power and authority to enter into this Agreement; 9.1.2. You have no agreement or understanding with any third party that interferes with or will interfere with performance of the obligations under this Agreement; 9.1.3. You have the proper ability to grant the rights set out in this Agreement; 9.1.4. Your website where Promotional Materials are posted complies with limitations set out in clause 3.7 herein at the Effective Date and will comply with that during the whole term of the Agreement; 9.1.5. the information furnished to us regarding You and Your website is correct, complete, actual and provided in due manner; 9.1.6. You have the proper skill, training and background to perform the Services in a competent and professional manner; 9.1.7. You will use due diligence in safeguarding the interests of GeoPard in accordance with this Agreement and any policies and procedures provided to You by GeoPard; 9.1.8. You will comply with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency, and will not violate or contravene the terms of this Agreement and any other our contracts. 9.2. GeoPard warrants that it possesses full power and authority to enter into this Agreement and has the ability to grant the rights described herein.
10. AS IS CLAUSE 10.1. THE PRODUCT IS PROVIDED “AS IS” AND GEOPARD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERS, AND GEOPARD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON–INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, GEOPARD MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY PRODUCT, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. 10.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GEOPARD MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
11. Liability. Limitation of Liability 11.1. All Users’ claims shall be addressed directly to GeoPard. In case You receive such a claim You shall forward it to us immediately. 11.2. WE MAY BE RESPONSIBLE ONLY IN CASES DIRECTLY PROVIDED IN THE AGREEMENT OR APPLICABLE LAW. GEOPARD’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEE AMOUNT PAID BY GEOPARD TO YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL GEOPARD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.3. In no event will GeoPard be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term herein, when and to the extent such failure or delay is caused by any circumstances beyond GeoPard’s reasonable control (“Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the Effective Date, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
12. Term and Termination 12.1. The term of this Agreement shall commence on the Effective Date and continue until terminated by either Party in accordance with the terms of this Agreement. 12.2. We may in our sole discretion with immediate effect by notifying You by e-mail suspend this Agreement with possibility of further termination (as specified in clause 12.4 herein) if: 12.2.1. You failed to comply with requirements listed in clauses 3.7, 4.3 herein; 12.2.2. You do not comply with eligibility requirements as listed in clause 3.5 herein; 12.2.3. You do not perform security, privacy and/or confidentiality obligations under this Agreement; 12.2.4. You commited other breach of Your other obligations under this Agreement; 12.2.5. You act fraudulently or illegally in any way, or do not comply with applicable laws or regulations; 12.2.6. You do not provide the Services, or have not engaged any Users within six (6) months; 12.2.7. You provided incorrect information in the Enrollment Form; 12.2.8. You violate any other obligations provided herein. 12.3. Upon suspension or termination provided herein, You in any event shall compensate GeoPard for the damages caused by the breach of this Agreement. 12.4. If a Party breaches this Agreement and does not cure such breach within ten (10) days after its receipt of written notice of breach, the injured Party may terminate this Agreement upon written notice. Termination of this Agreement will be without prejudice to any other rights and remedies that the injured Party may have under this Agreement and/or at law. 12.5. Either Party may terminate this Agreement upon prior written notice to the other Party sent no later than thirty (30) days prior to termination date. 12.6. In case of termination as provided in clause 12.5 herein we shall only pay to You the Fee for the Services actually performed up to termination date without regard to the minimum threshold. Payment of such Fee should take place not later than fifteenth (15th) of the calendar month following the Report Period when termination occurs. With respect to payments all other provisions of section 6 hereof are applied. 12.7. Upon termination of this Agreement, You will immediately (i) cease the provision of the Services and use of any Promotional Materials, and any elements hereof, (ii) return all Confidential Information, Promotional Materials, Users’ information and information related to potential customers to us, (iii) discontinue holding yourself out as a marketer and promoter of the Product, and (iv) pay us all outstanding fees, charges and expenses incurred through the effective date of termination (such as any chargebacks). 12.8. Regardless of the reason for termination, the rights and obligations under the sections entitled “Confidentiality”, “Liability. Limitation of Liability”, and “Miscellaneous” together with all other sections of this Agreement that may be reasonably interpreted as surviving termination, shall continue to bind the Parties after termination of the Agreement as provided herein.
13. Dispute Resolution. Applicable law. 13.1. The Parties will endeavor to resolve all disputes, controversies and claims that may arise in connection with the execution, termination or invalidation of the Agreement by negotiations. The Party which has any claims and/ or disagreements shall send a message to the other Party indicating the claims and/ or disagreements that have arisen. The message is sent to the following e-mail address: to You – to the e-mail specified in the Enrollment Form; to us – to firstname.lastname@example.org. 13.2. Any notice given under this Agreement is considered proper notification and its receipt shall be deemed as of the business day following the day the e-mail message is sent. 13.3. The formation, interpretation, and performance of this Agreement and any disputes arising out of it, in case it was not solved by negotiations, shall be governed by the substantive and procedural laws of Nordrhein-Westfalen, Germany without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Germany. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Nordrhein-Westfalen, Germany, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.
14. Miscellaneous 14.1. This Agreement constitutes the entire agreement between the Parties with respect to the specific subject matter hereof and supersedes all prior and contemporaneous agreements with respect to the specific subject matter hereof, unless otherwise is stated by the Parties. 14.2. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 14.3. In the event of a conflict between the information contained in this Agreement, the Website and in the Dashboard, the information from the Dashboard shall prevail. 14.4. The clauses titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. 14.5. We each agree to contract in the English language. The Agreement does not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Agreement will limit either Party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Agreement, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. 14.6. This Agreement and Your rights and obligations herein, may not be assigned by You without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void. We may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without Your consent. The terms of this Agreement shall be binding upon assignees. 14.7. This Agreement may be amended by GeoPard at any time. Such amended Agreement shall be effective on the date specified in the e-mail notification to You, but not less than thirty (30) days from the date of such notification. By continuing to provide Services after the effective date of such amendments, You will be deemed to have accepted such amendments. If You do not agree with amendments, You should immediately notify and cease the provision of the Services. 14.8. Any notices to and from You shall be sent to and from the e-mail you specified in the Enrollment Form. 14.9. Any notices to GeoPard shall be sent to the e-mail email@example.com. All communication of the Parties regarding the Agreement is done via e-mail. 14.10. Any other contact information of GeoPard may be found at the Contact Us page of the Website.
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