Last Updated: August, 18, 2026
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These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (“Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access, use, registration and receipt of: (i) www.blackout.now and any related website owned or operated by Milyli (“Sites”); (ii) Milyli Services (as defined below) through the Sites, cloud, a mobile application or through any other means; and/or any ancillary services or products provided in connection with the Services. These Terms are between Milyli, Inc. (208 S. Jefferson St. Ste. 001 Chicago, IL 60661) (“Milyli”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). In case you represent your employer or any other entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; OR (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS IN THE SERVICES, THUS, EXCEPT WHERE INDICATED OTHERWISE “YOU” SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICES, WHICHEVER IS EARLIER (THE DATE OF SUCH REGISTRATION OR ACCEPTANCE BEING THE “EFFECTIVE DATE”).
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS, OR ACCESS OR USE THE SERVICES OR THE SITES.
1.1. Our Services. The Blackout cloud-based services include our platforms, products, applications, tools, and any ancillary or supplementary products and services (including Upgrades (as defined below)), offered online (“Services”).
1.2. Modification or Discontinuation of Services. We may add, modify or discontinue any feature, functionality or any other tool within any Services and/or Sites, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Services, then we will notify you by posting an announcement on the Sites, via the Services and/or by sending you an email.
1.3. No Contingency on Future Releases and Improvements. You hereby acknowledge that your purchase of the Services hereunder are not contingent on the delivery by us of any future release of any functionality, feature or service, including without limitation: (i) the continuance of certain Services beyond the current Subscription Term; or (ii) dependency on any public comments we make, orally or in writing, regarding any future functionality, feature or service.
1.4. Ability to Accept Terms. If you access and use the Sites and/or the Services, you represent and warrant that you are at least sixteen (16) years old. The Sites and/or Services are only intended for individuals aged sixteen (16) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.
1.5. Technical Support and Committed Uptime. To the extent you purchased an eligible enterprise tier subscription, you will be entitled, in relation to the Services, to priority support and an up-time commitment by Milyli, in accordance with the Service Level Agreement, as may be updated from time to time.
2.1. Account Registration. To register to the Services for the first time, an account will be created for you within the Services (“Account”). By registering to use the Services you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a Blackout customer (“Customer”). The first user of the Account is automatically assigned as an Account administrator (“Admin”). See Section 2.4 for additional details on Admin’s.
2.2. Your Registration Information. When creating an Account or when you are added into an Account and creating your user profile (“User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account, User Profile and password; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. You will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User (defined at section 2.5 below) or third party on your behalf.
2.3. User Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or an Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or from an Admin (as the case may be) any verification and/or information, including in the form of a release, as we deem necessary in our sole discretion, before restoring or providing access to or providing information about such Account.
2.4. Account Admins. The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Services and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share or otherwise change, all or part of the Customer Data (as defined below); and (iv) assign certain privileges to such other Users (as defined below). You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered. Admin rights are further elaborated in this Article in our Help Center.
2.5. Account Users. There are several types of Account users, such as readers, contributors, workspace admins, all of whom are designated within the Services and referred to herein, collectively with the Admin(s) as “Users”. The features, functionalities and privileges available to the Users are determined by the respective user role, Services, offering and Subscription Plan governing such Account. For more information on the rights, permissions and definition of various types of Users, visit this Article in our Help Center; and you shall be responsible for ensuring that Users are assigned the appropriate user type. If you assign Users not in accordance with the appropriate user type then Milyli shall have the right, in its sole discretion, and without derogating any other remedy available hereunder, to reassign such user types as appropriate, or impose additional restrictions.
2.6. Customer Responsible for Users. Customer is solely liable and responsible for understanding the settings, privileges and controls for the Services and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite or add other Users, the right to access documents, modify or share productions, etc. Customer is responsible for the activities of all its Users, including how Users use the Customer Data, even if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.
3.1. Security. Milyli implements reasonable security measures and procedures designed to assist in protecting your Customer Data. You can learn more on our security measures and procedures on our Trust Center, as updated from time to time.
3.2. Privacy Policy. As a part of accessing or using the Services and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.
3.3. Data Processing Addendum. By using the Services, Customer also accepts our Data Processing Addendum (“DPA”), which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer’s behalf.
4.1. Customer Data. Customer Data is any data, file attachments, text, images, reports, personal data, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Services by you or any User and is processed by us on Customer’s behalf (“Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Services. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Services; (ii) to prevent or address technical, fraud or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.
4.2. Responsibility for Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Services; (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the Customer Data you submit, your use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (“Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section 3, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Milyli is not obligated to monitor and/or moderate the Customer Data and there shall be no claim against Milyli for not doing such.
5.1. Our Intellectual Property. The Services and Sites, inclusive of materials, such as software, API, apps framework, design, design system, text, editorial materials, informational text, documentation, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks, any and all related or underlying know-how, technology or intellectual property, and any modifications, enhancements or derivative works of the foregoing (collectively, “Milyli Materials”), are the property of Milyli, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Milyli, Milyli retains all right, title and interest, including all intellectual property rights, in and to the Milyli Materials.
5.2. Customer Reference. Customer acknowledges and accepts that Milyli has the right to use Customer’s name and logo to identify Customer as a customer of Milyli or as a User of the Services, on Milyli’s Sites, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting support@blackout.now.
5.3. Your Access and Use Rights. Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Services and Sites, during the applicable Subscription Term, solely for Customer’s internal business purposes.
5.4. Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow a User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Services or the Sites to any third party, including, but not limited to your affiliates, or use the Services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Services or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Services or Sites, or any part thereof; (v) take any action that imposes or may impose (at Milyli’s sole discretion) an unreasonable or disproportionately large load on the blackout.now infrastructure or infrastructure which supports the Sites or Services (vi) interfere or attempt to interfere with the integrity or proper working of the Services or Sites, or any related activities; (vii) remove, deface, obscure, or alter Milyli’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services or Sites, or use or display logos of the Services or Sites without Milyli’s prior written approval; (viii) use the Services or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Users) to do any of the foregoing.
5.5. Feedback. As a User of the Services and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of Milyli Materials, the Services and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of Milyli Materials, and as such, it is the sole property of Milyli without restrictions or limitations on use of any kind. Milyli may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Milyli any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.
6.1. Order Form. The Services may be purchased via an order form, e.g. a sales order, purchase document or any other instrument as determined by us, which shall be completed and placed either online, in-product, offline, or in any other form designated by us (“Order Form”). Such Order Form will list, at a minimum, the Services ordered, the associated fees, the subscription plan and term, as applicable. If Customer provides Milyli a purchase order related to an Order Form, such is deemed to incorporate these Terms and if such contains terms in regard to the Services then such shall have no force or effect.
6.2. Subscription. Unless stated otherwise in an Order Form, the Services are provided on a subscription basis for the subscription term specified in the Order Form, in accordance with a respective subscription plan, as applicable. (“Subscription Term” and “Subscription Plan”, respectively, and collectively the “Subscription”). A Subscription Plan may include Usage Based Offering(s) (as defined in Section 6.10) as set forth in an Order Form.
6.3. Fees. In consideration for the provision of the Services (except for Trial Services), Customer shall pay us the applicable fees, as set forth in the applicable Order Form (“Fees”). Unless indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our payment processing service or our affiliates, to charge such Fees via Customer’s selected payment method, upon due date or shall otherwise remit payment to Milyli upon the due date. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. We reserve the right to change the Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.
6.4. Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Services hereunder (“Taxes”). If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, Customer should notify us, in writing, promptly and we shall join efforts to avoid and/or reduce any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Fees payable by Customer.
6.5. Upgrades. Customer may upgrade and/or enhance its Services by either: (i) adding Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding additional services, products, Add-Ons, features or functionalities; (iv) increasing Usage Based Offering(s) and/or (v) upgrading to a longer Subscription Term (collectively, “Upgrades”). Some Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term for all or some of the Services and some will not, as indicated within the Services and/or the Order Form. Upon an Upgrade, Customer will be billed for the applicable additional Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (a) prorated for the remainder of the then-current Subscription Term, or (b) whenever the Subscription Term is being restarted, then the Fees already paid by Customer will be reduced from the new upgraded Fees, and the difference shall be due and payable by Customer upon the date on which the Upgrade was made. “Add-Ons” means additional enhancements and/or additional functionalities for the applicable Services for the respective Subscription Plan purchased by Customer that are made available for purchase, which may be subject to additional Fees.
6.6. Excessive Usage. We shall have the right, including without limitation where we, at our sole discretion, believe that Customer and/or any of its Users, have misused the Services, or otherwise use the Services in an excessive manner compared to the anticipated standard use at our sole discretion (for instance, an excessive number of documents, excessive number of users, etc.), to offer the Services in different pricing and/or impose additional fees (including requiring an Upgrade), or other restrictions as for the upload, storage, download and/or use of the Services, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.
6.7. Billing. As part of registering, or submitting billing information, to the Services, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us to charge, request, invoice and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company). Billing details are indicated within the applicable Order Form.
6.8. Discounts and Promotions. Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of the Subscription to the Services, Milyli will renew such Subscription to the Services, at the full applicable Fee at the time of renewal.
6.9. Credits. Any credits that may accrue to Customer’s Account for the respective Services, for any reason (“Credits”), will expire and be of no further force and effect, upon the earlier of: (i) the expiration or termination of the applicable Subscription under the Account for which such Credits were given (ii) expiration of the applicable credit consumption period; or (iii) in case such Credits accrued for an Account with Trial Services (as defined below) that was not upgraded to a Subscription Plan, then upon the lapse of 90 days of such Credits’ accrual. Unless specifically indicated otherwise, Credits may be used to pay for the respective Services only and not for any Third Party Services or other payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Fees and the remainder will be charged from Customer’s respective payment method. Credits shall have no monetary value (except for the purchase of Services under the limited terms specified herein) nor exchange value, and will not be transferable or refundable.
6.10. Usage Based Offerings. In addition to any other limitations set out in these Terms, certain Services, features, or functionalities (documents, redactions, productions, workspaces, or users) may be subject to usage limits or other consumption-based measures (“Usage Based Offering(s)”). The Usage Based Offering shall be subject to a usage balance (e.g. credits and/or bucket etc.) which will expire at the end of the usage period and do not roll over and such are non-refundable (“Usage Balance”). Milyli’s measurement of the Usage Based shall be final and binding. If Customer exceeds the applicable Usage Balance during the relevant period, Milyli may, at its sole discretion: (i) charge additional Fees; (ii) limit or suspend access to Usage Based Offering(s); and/or (iii) require Customer to Upgrade. Specific usage details are indicated within the applicable Order Form.
7.1. Trial Services and Free Versions. We may offer, from time to time, part or all of our Services on a free, no-obligation trial and/or in connection with a free Subscription Plan to the Services for a limited duration and with limited functionality (“Trial Services”). The term of the Trial Services shall be as communicated to you within the Services, in an Order Form or separately in writing by Milyli, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit the Trial Services at any time, with or without notice, and without liability or explanation to you. In respect of the Trial Services, upon termination, we may change the Account web address at any time without any prior written notice.
7.2. Pre-Released Services. Note that we may offer, from time to time, certain Services or parts thereof as Alpha or Beta versions (“Pre-Released Services”) and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
7.3. Governing Terms of Trial Services and Pre-Released Services. The Trial Services and Pre-Released Services are governed by these Terms, including relevant Specific Services Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) such services are licensed hereunder on an “As-Is”, “With All Faults” “As Available” basis, with no representations and/or warranties, express or implied, of any kind; (ii) the indemnity undertaking by us set forth in Section 13.2 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF Milyli, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED US $100. We make no promises that any Trial Services and/or Pre-Released Services will be made available to you and/or generally available.
8.1. Term. These Terms are in full force and effect, commencing upon the Effective Date, until the end of all Subscriptions to the Services underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
8.2. Termination for Cause. Either Customer or us may terminate the respective Services and these Terms, as applicable, upon written notice, in case that the other party (a) is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; provided, however, that termination by Customer shall apply only with respect to those components of the Services with respect to which the breach has occurred; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
8.4. Effect of Termination of Services. Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data, and during such period, Customer may contact support@blackout.now to request assistance with the deletion or retrieval of data, but note that we are not under any obligation to make such data available. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Fees.
8.5. Survival. Section 2.6 (Customer Responsibility for Users), 3 (Privacy and Security), 4 (Customer Data), 6 (Subscription, Fees, Upgrades and Renewal) in respect of unpaid Subscription Fees, 7.3 (Governing Terms of Trial Services and Pre-Released Services), 8 (Term and Termination; Suspension), 9 (Confidentiality), 10 (Warranty Disclaimer), 11 (Limitations of Liability), 13 (Indemnification), 18 (Governing Law and Jurisdiction; Class Action Waiver and Arbitration) and 19 (General Provisions), and such other sections of these Terms which by their nature are intended to survive, shall survive the termination or expiration of these Terms, and continue to be in force and effect in accordance with their applicable terms.
8.6. Suspension. Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Services, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Services in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Services in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its Users’ breach of the Acceptable Use Policy. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.
9. Confidentiality.
9.1. Confidential Information. In connection with these Terms and the Services (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior to or after the Effective Date (“Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Site, Services, Trial Services and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Services, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
9.2. Confidentiality Undertakings by the Receiving Party. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
9.3. Compelled Disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO REPRESENTATIONS AND/OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
10.1. THE SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS AND/OR WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
10.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES THAT THE SERVICES AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
10.3. WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES (I) THAT OUR SERVICES AND SITES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICES AND/OR THE SITES.
11. Limitation of Liability.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
11.1. IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.2. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 13 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR IN CASE OF A CUSTOMER, ANY OF THE USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, ITS THIRD PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICES), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY), DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
12.1. Specific Laws. Except as expressly stated in these Terms, we make no representations or warranties that your use of the Services is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Services.
12.2. Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.
13.1. By Customer. Customer hereby agrees to indemnify, defend and hold harmless Milyli and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these Terms or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Milyli and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.
13.2. By Milyli. Milyli hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorized use of the Services infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claim”), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees. Milyli’s indemnity obligations under this Section 13 shall not apply if: (i) the Services (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Services is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations under Section 13.1 above. Without derogating from the foregoing defense and indemnification obligation, if Milyli believes that the Services, or any part thereof, may so infringe, then Milyli may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Services; (b) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (c) if Milyli determines that the foregoing remedies are not reasonably available, then Milyli may require that use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Fees paid for the unused portion of the Subscription Term. THIS SECTION 13.2 STATES MILYLI’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY MILYLI AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
13.3. Indemnity Conditions. The defense and indemnification obligations of the indemnifying party under this Section 13 are subject to: (i) the indemnified party promptly providing a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this Section 13, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.
13.1. By Customer. Customer hereby agrees to indemnify, defend and hold harmless Milyli and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these Terms or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Milyli and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.
13.2. By Milyli. Milyli hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorized use of the Services infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claim”), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees. Milyli’s indemnity obligations under this Section 13 shall not apply if: (i) the Services (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Services is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations under Section 13.1 above. Without derogating from the foregoing defense and indemnification obligation, if Milyli believes that the Services, or any part thereof, may so infringe, then Milyli may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Services; (b) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (c) if Milyli determines that the foregoing remedies are not reasonably available, then Milyli may require that use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Fees paid for the unused portion of the Subscription Term. THIS SECTION 13.2 STATES MILYLI’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY MILYLI AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
13.3. Indemnity Conditions. The defense and indemnification obligations of the indemnifying party under this Section 13 are subject to: (i) the indemnified party promptly providing a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this Section 13, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.
Our Services includes third party codes and libraries that are subject to third party open source license terms (“Open Source Code” and “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavors to identify such Open Source Code, within our Services, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that do not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Services that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes. The following copyright statements and licenses apply to discrete Services components that are distributed with various versions of the Milyli products.
The Services may be subject to U.S. or foreign export controls, Laws and regulations (“Export Controls”), and you acknowledge and confirm that: (i) you are not located or use, export, re-export or import the Services (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) you are not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Lebanon, Iran, Syria, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic), (b) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or (c) otherwise the target of U.S. sanctions; and Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and/or the Customer Data; and (iii) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.
Occasionally, we may make changes to these Terms for valid reasons, such as adding new functions or features to the Services, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Services or by sending Customer an email. Your continued use of the Services after the changes have been implemented will constitute your acceptance of the changes.
If Customer is part of a U.S. Government agency, department or otherwise, either federal, state or local (“Government Customer”), then Government Customer hereby agrees that the Services under these Terms qualifies as “Commercial Computer Software” and “Commercial Computer Software Documentation”, within the meaning of Federal Acquisition Regulation (“FAR”) 2.101, FAR 12.212, Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7201, and DFARS 252.227-7014. Government Customer further agrees that the terms of this Section 20 shall apply to Customer. Government Customer’s technical data and software rights related to the Services include only those rights customarily provided to the public as specified in these Terms in accordance with FAR 12.212, FAR 27.405-3, FAR 52.227-19, DFARS 227.7202-1 and General Services Acquisition Regulation (“GSAR”) 552.212-4(w) (as applicable). In no event shall source code be provided or considered to be a deliverable or a software deliverable under these Terms. We grant no license whatsoever to any Government Customer to any source code contained in any deliverable or a software deliverable. If a Government Customer has a need for rights not granted under the Terms, it must negotiate with us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Any unpublished-rights are reserved under applicable copyright laws. Any provisions contained in these Terms that contradict any Law applicable to a Government Customer, shall be limited solely to the extent permitted under such applicable Law.
18.1. Governing Law; Jurisdiction. Each party shall comply with all federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and other governmental requirements, and applicable court and administrative decisions, orders and decrees applicable to such party’s business operations and activities under or in connection with this Agreement. This Agreement shall be governed by, and interpreted in accordance with, the Laws of the State of Illinois, without regard to any choice of law or conflicts of laws provisions.
18.2. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND MILYLI AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Milyli mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
18.2. Arbitration. To the extent permitted under applicable Law, you and Milyli hereby irrevocably agree to the following provisions:
18.2.1 Any dispute arising out of or relating to these Terms, including the breach, termination, enforcement, interpretation or validity of thior any provision thereof (excluding the determination of the scope or applicability of this agreement to arbitrate), shall be determined by binding arbitration conducted in a mutually agreed location before one arbitrator. The arbitration shall be administered by JAMS, The Resolution Experts, pursuant to its Streamlined Arbitration Rules and Procedures in effect at the time; provided, the arbitrator shall grant reasonable extensions of time if requested. Judgment on the award may be entered and enforced in any court having jurisdiction. The parties shall bear their own costs, fees and expenses in arbitrating any dispute, and shall share equally the fees and costs of JAMS and the arbitrator. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration or injunctive relief respecting any dispute, claim or controversy.
18.1. Governing Law; Jurisdiction. Each party shall comply with all federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and other governmental requirements, and applicable court and administrative decisions, orders and decrees applicable to such party’s business operations and activities under or in connection with this Agreement. This Agreement shall be governed by, and interpreted in accordance with, the Laws of the State of Illinois, without regard to any choice of law or conflicts of laws provisions.
18.2. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND MILYLI AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Milyli mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
18.2. Arbitration. To the extent permitted under applicable Law, you and Milyli hereby irrevocably agree to the following provisions:
18.2.1 Any dispute arising out of or relating to these Terms, including the breach, termination, enforcement, interpretation or validity of thior any provision thereof (excluding the determination of the scope or applicability of this agreement to arbitrate), shall be determined by binding arbitration conducted in a mutually agreed location before one arbitrator. The arbitration shall be administered by JAMS, The Resolution Experts, pursuant to its Streamlined Arbitration Rules and Procedures in effect at the time; provided, the arbitrator shall grant reasonable extensions of time if requested. Judgment on the award may be entered and enforced in any court having jurisdiction. The parties shall bear their own costs, fees and expenses in arbitrating any dispute, and shall share equally the fees and costs of JAMS and the arbitrator. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration or injunctive relief respecting any dispute, claim or controversy.
19. General Provisions.
19.1. Interpretations. Any heading, caption or section title contained herein, and/or any explanation or summary columns, is provided only for convenience, and in no way alters and/or amend the provisions within the Terms nor shall it legally bind us in any way. These Terms are written in English, and translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with their English version, the provisions of the English version shall prevail.
19.2. Force Majeure. Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
19.3. Relationship of the Parties; No Third Party Beneficiaries. The parties are independent contractors. These Terms and the Services provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.
19.4. Notice. We shall use your contact details that we have in our records, in connection with providing you notices, subject to this Section 19.4. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Services, shall be provided as follows: via the Services, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to Milyli, Inc., attn: Stephen Ankenbrandt, at steve@milyli.com, or sent to 208 S. Jefferson St. Ste. 001 Chicago, IL 60661.
19.5. Assignment. These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Milyli, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Services to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and enure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section 19.5 shall be null and void.
19.6. Severability. These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
19.7. No Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
19.8. No Reliance. You acknowledge and agree that you do not rely on, and shall have no remedy in respect of, any statement, warranty and/or representation made (including whether innocently or negligently) by us or any other person on our behalf except as expressly set out in these Terms or an Order Form.
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