CorpFood - Terms of Services

Terms of Service

These Terms of Service apply to all of our users and members.

These Terms of Service for CorpFood Software, Site and Services (these "Terms of Service") together constitute a legal agreement between you and Emeteclass,Lda ., having a principal place of business at Rua Bombarda 58, Santa Joana 3810-013 Aveiro, Portugal ("Emeteclass") and its suppliers and its licensors with respect to CorpFood software (together with all prior and subsequent versions, and all patches and updates thereto, the "Software"), the www.corpfood.com Web site, including all subpages under the Web site (collectively, the "Site"), and all services provided to you directly or indirectly by Emeteclass on or through the Site or through the Software, including those services made available through APIs and services offered through third parties integrating CorpFood functionality (collectively, Software services and all other Emeteclass services are referred to as the "Services"). These Terms of Service apply to both Services that are provided without fees or charges (each a "Free Version") and all versions of the Services which require you to pay a license or other fee. By clicking on the "Accept" button or otherwise using or accepting the Software, Site and/or Services, you agree to be bound by the terms of these Terms of Service. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK ON THE "ACCEPT" BUTTON AND DO NOT USE THE SOFTWARE, SITE OR SERVICES. YOU AGREE THAT YOUR USE OF THE SOFTWARE, SITE AND/OR SERVICES ACKNOWLEDGES THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

1. DEFINITIONS

For purposes of these Terms of Service, the terms below shall have the meanings defined below.
1.1 “Client Content” means any data, information, trademarks, logos, files, images, text or other content that may be provided by Client or its authorized users for use in conjunction with the Software or Services.
1.2 “SaaS Term” means the period during which the Services and access to the Software will be provided by Emeteclass to Client, including the Initial Term and any Renewal Terms (as each is defined in Section 6.1).
1.3 “Services” means the hosting, maintenance, support, and other services provided by Emeteclass pursuant to these Terms of Services.
1.4 “User Documentation” means the user documentation relating to the Software

2. WEB-BASED LICENSE.

Emeteclass grants to Client, and Client accepts, a nontransferable, nonexclusive license and right to access the Software via the Internet and use the Software and the User Documentation only as authorized in these Terms and Services, for its own purpose and operations, during the SaaS Term. Client acknowledges that its access and use of the Software will be web-based only. The Software will not be provided to Subscriber in any other form of media and will not be installed on any servers or other computer equipment owned or otherwise controlled by Subscriber. Instead, the Software will be hosted by Emeteclass (as described in Section 3) and accessed and used by Subscriber through the use of the Internet and Subscriber’s computers.

3. ACCESSIBILITY.

Emeteclass will make the Software available for Client’s use during the SaaS Term. Emeteclass will provide Client with secure access to the latest supported version of the Software via the Internet from the hosting facility that Emeteclass leases from a third-party hosting vendor (the “Hosting Site”) on a 24x7 basis (excludes scheduled downtime), except for scheduled system back-up or other on-going maintenance as required and scheduled in advance by Emeteclass. Emeteclass will provide a single administrator user account for secure administrator access. Emeteclass will also provide this administrator user the necessary tools to create other users for access to the Software.

4. LIMITIATIONS.

The limitations onf functionability, maximum storage and maximum number of users will be determinate for each account type.

5. FEES AND PAYMENT.

5.1 There are no setup fees for any of our plans.
5.2 The Subscribe will be billed monthly based on their account type.
5.3 The Subscribe have a 30-day free for trial softwatre. If Subscribe cancel their account within the first 30 days, they will not be charged a thing. If you decide the Software is right for their business, they will be charged for the service, and the Subscribe can still cancel at any time.
5.4 The 30 day free trial is for new accounts only.
5.5 Refunds cannot be issued after your initial 30-day trial, and we do not prorate for partial months.
5.6 If the Subscribe registers with a referred code or a promotional code will be applied 5% monthly discount based on the account type of subscribe. This 5% monthly discount will be applied to the owner of the referred code until the Susbcribe cancel the account.
5.7 If the owner of referred code do not have any plan with us, will be considered as a reseller.

6. TERM AND TERMINATION.

6.1 Initial Term; Renewal Terms. The SaaS Term will commence on the date indicated in the Notification of Welcome delivered by Emeteclass to Client when Emeteclass begins making the Software available to the Client via the Internet as contemplated by Section 2 above. The SaaS Term shall automatically renew each month until the Subscriber decide to cancel it or at we not receive the montlhy payment on time.
6.2 Effect of Termination. In the event the SaaS Term is terminated by Client for convenience or by Emeteclass as a result of a material breach by Client, Client’s access and use of the Software shall cease immediately, Emeteclass will NOT transmit a copy of the Client’s database file to Client. All information will be delete from our server.

7. MAINTENANCE

Emeteclass and/or its hosting or telecommunications vendor(s) may perform system maintenance during the following “Maintenance”, and Emeteclass will announce all planned upgrades and outages in advance.
Notifications of planned system maintenance shall be delivered to Client’s primary contact (account administrator) via electronic mail. Client understands and agrees that there may be instances where Emeteclass needs to interrupt access to the Software without notice in order to protect the integrity of the Software
or Services due to security issues, virus attacks, spam issues or other unforeseen circumstances.

8. AVAILABILITY.

8.1 Commitment Level. Emeteclass will provide 99.9% “availability” to the Software during the SaaS Term, calculated on
a monthly basis. For purposes of these Terms and Services, “availability” exists unless the Software is not accessible to Client due to (i) a hardware failure of the server at the Hosting Site, or (ii) a connection failure between the server hosting the Software and the closest Internet router, in each case excluding Maintenance defined above. Software bugs, errors or other problems are not relevant to availability and are addressed under Section 10 below.
8.2 System Monitoring. Emeteclass will monitor performance indicators on the systems and network infrastructure (its own and that of third party suppliers) in order to gauge the overall performance of its hosting services, and will take reasonable steps to address systems and network infrastructure as required to maintain application performance. Emeteclass will use an internal system to measure whether the Software is available, and Client agrees that this system will be the sole basis for resolution of any dispute that may arise between Client and Emeteclass regarding these Terms and Conditions. Emeteclass will not systematically monitor Client Content, but Emeteclass reserves the right to review Client Content from time to time in its discretion. Emeteclass reserves the right to (a) disable access to or delete any Client Content which it determines in its sole discretion (such discretion to be exercised in good faith) to be illegal, obscene, threatening, defamatory, fraudulent, infringing, harassing, or otherwise offensive, and (b) disable access to or delete any other Client Content under justified exigent circumstances, as such circumstances are determined in good faith by Emeteclass. Emeteclass also reserves the right to monitor, restrict, and terminate Client’s ability to build, run and obtain reports and batch jobs/processes through the use of the Software or Services if Client is using excessive
computing resources which are impacting the performance of the Software and Services for other subscribers. Emeteclass agrees to notify Client in cases where it restricts or terminates such reports or jobs/processes and use good faith efforts to determine an appropriate alternative or work-around solution.

9. BACKUPS.

Emeteclass shall provide fully restorable, Client data backups in accordance with the following:
Backup Type Retention Location
Nightly 1 week On-Site
Weekly 4 weeks Off-Site
Monthly 6 months Off-Site
Data backups stored off-site will be made available within 10 days of the date of the retrieval request to Emeteclass. Expedite requests will incur a fee.

10. SUPPORT.

Emeteclass will provide only e-mail support to Client during the SaaS Term as describe bellow:
Emeteclass support is available 9:00 a.m. to 6 p.m. (GMT Lisbon), Monday through Thursday. Support is not available on Fridays, Week-end and holidays. Support outside of these hours is only provided for down or mission critical cases. For example: Unable to access software.
You may contact directly to our support team through email to support@emete.comfor any question.

11. UPGRADES.

11.1 Minor Upgrades. Emeteclass will install minor upgrades/releases of the Software which are generally made available to its other subscribers, including patches and/or fixes, as they are made available at no charge during the SaaS Term. Blackbaud will determine and announce all planned upgrades as described in Section 7 of these Terms and Conditions.
11.2 Major Upgrades. Upgrades to major releases and related conversions require careful planning and data decisions that must be managed jointly by Client and Emeteclass, and may require the engagement of Emeteclass consulting services which will be contracted via separate agreement. Software installation of major releases will be performed by Emeteclass on a mutually agreed upon schedule at no charge for the SaaS Term.
Additional services related to conversions to major releases (e.g. data conversion, report and software customizations, data cleanup) are outside the scope of the Services and these Terms and Conditions.

12. CLIENT PRIMARY CONTACT.

Client will be indicate the name, an appropriate individual, with corresponding contact information, including electronic mail address, as the “Primary Contact” at the moment to create the account. Emeteclass should communicate matters regarding the Software and Services, such as maintenance notifications, and who has the authority to make Services requests including release of Client data, both internally to Emeteclass and to the Client, restoration of data, and other configuration changes. By default, the individual who signup becomes the Primary Contact and will be the administrator of application.

13. CLIENT RESPONSIBILITIES.

Client will retain responsibility for administering security within the Emeteclass applications (e.g., the granting of rights to a user for a specific form in the application). Client is responsible for maintaining its user desktops and providing users network access to the Software. Client is also responsible for ensuring that its users comply with these Terms and Conditions with respect to use of the Software and Services. Client shall provide connectivity and security to the Internet for its location(s) for purposes of providing adequate access to Software hosted at the Emeteclass Hosting Site. Emeteclass shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by Client in accessing the Internet to access the Software. Client shall provide adequate industry “best practice” standards to ensure reasonable security for integration between applications at the Client site and Software hosted by Emeteclass. Client shall provide accurate input information in the manner reasonably prescribed by Emeteclass in connection with the Software and Services provided under these Terms and Conditions. Client shall advise Emeteclass of any changes to
Client’s operations, banking relationships, Primary Contact, or other information that would require a change in the support, operation, or configuration of the hosted Software. Client shall configure necessary user accounts via the administrator account provided by Emeteclass. Client shall be responsible for establishing any merchant accounts necessary for credit card transactions, if applicable. Client shall be responsible for ensuring that any Client Content is accurate, not corrupt in any way, and does not contain any viruses.

14. INTELECCTUAL PROPERTY RIGTHS.

Client agree that the Software, User Documentation and Services are proprietary products and services and that all right, title and interest in and to the Software, User Documentation and Services, including all associated intellectual property rights, are and shall at all times remain with Emeteclass and its third party licensors.
The Software contains trade secret and proprietary information owned by Emeteclass or its third party licensors and is protected by Portugal copyright laws and international trade provisions. Client must treat the Software like any other copyrighted material and Client may not copy or distribute the Software or the User Documentation, electronically or otherwise, for any purpose. Client hereby grants to Emeteclass a nonexclusive right to use all Client Content as necessary solely for the purposes of providing the Software and Services to Client and its authorized users pursuant to these Terms and Conditions.

15. OTHER RESTRICTIONS.

Use of the Software and Services is restricted to use by the specific licensing entity only, and only for Client’s internal business purposes. Client may not use the Software for the benefit of any third parties or provide service bureau or other access or use of the Software to third parties. Client may not, directly or indirectly, sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the Software, Services (or any portion thereof, including without limitation any capacity) or the User Documentation, or any portions thereof, to any third party, and any attempt to do so is null and void. Client may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software. Software and Client Content shall not be used for any commercial purpose beyond the functionality driven by the Software. Client will not use the Software or Services to take any actions that (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (iii) are defamatory, trade libelous, threatening, harassing, or obscene; or (iv) constitute unauthorized entry to any machine accessible via the network. Client shall not interfere with or disrupt network users, services or equipment with the intent to cause an excessive or disproportionate load on Emeteclass’s or its suppliers’ infrastructure by means of (but not limited to) distribution of unsolicited bulk emails or chain letters, viruses, Trojan horses, worms, or other similar harmful or deleterious programming routines. Client will comply with the usage policies of Emeteclass ’s
suppliers. Emeteclass may, in its discretion, revise these service use restrictions upon thirty (30) days’ prior notice to Client.

16. WARRANTIES.

16.1 Mutual Warranties. Each party warrants that (i) it has the right and power to enter into these Terms and Conditions, and (ii) it will comply with any applicable laws and regulations pertaining to these Terms and Conditions.
16.2 Emeteclass Limited Warranty.
(a) Software. For a period of thirty (30) days from the Commencement Date (the “Warranty Period”), Emeteclass warrants that the Software will perform substantially in accordance with the functional specifications contained in the User Documentation.
(b) Services. Emeteclass warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards.
16.3 Disclaimers. Any written or oral information or representations provided by Emeteclass agents, employees, resellers, consultants or service providers with respect to the use or operation of the Software will in no way increase the scope of Emeteclass’s warranty. Emeteclass and its suppliers exercise no control whatsoever over the content of the information passing through their systems. Client and users must exercise their own due diligence before distributing and/or relying on information available on the Internet, and must determine that they have all necessary rights to copy, publish, or otherwise distribute such
information under copyright and other applicable laws. Neither Emeteclass nor its suppliers will be liable for any consequences of providing email services, including those suffered as a result of delivering or accessing information or content, such as accessinginformation with offensive, inaccurate or inappropriate content, the possibility of contracting computer viruses, or unauthorized access to or alteration, theft, or destruction of any data, files, programs, procedures, or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of Emeteclass’ or its suppliers’negligence. Emeteclass DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY CLIENT IN USING THE SOFTWARE, OR THAT THE SOFTWARE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, Emeteclass EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE
EXTENT PERMITTED BY LAW, AND FURTHER EMETECLASS EXPRESSLY EXCLUDES ANY WARRANTY OF NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.

17. CONFIDENTIAL INFORMATION.

17.1 Definition. The term “Confidential Information” shall mean: (i) any and all information which is disclosed by either party (“Owner”) to the other (“Recipient”) verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, personal donor information (individual name, address, contact information), organization, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, financial information, confidential information concerning any of Owner’s past, current, or possible future programs, fundraising initiatives, and donor relationship plans, and confidential information concerning Owner’s business or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information may include information concerning any of Owner’s past, current, or possible future products or methods, including information about Owner’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software).
17.2 Treatment of Confidential Information. Owner’s Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non-disclosure provisions no less restrictive than in this Section and who have a justified business “need to know”. Client shall protect the deliverables resulting from Services with the same degree of care. These Terms of Serv ices impose no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of these Terms of Services; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure. Emeteclass does not guarantee that Confidential Information provided to it in order for Emeteclass to perform its support or professional services will be stored indefinitely and Emeteclass reserves the right to purge such information from its database after one (1) year. The preceding statement does not affect information stored in the Software.
17.3 Client Database File. Once Initial Term commences on the Commencement Date, Emeteclass will not notify Client’s Contact prior to accessing the Client’s database file for the purpose of providing trouble-shooting, problem resolution, support, and professional services and will proceed once confirmation is received from the Client via email. Client authorizes Emeteclass to edit data without notification for all work performed prior to the commencement of the Initial Term as part of the implementation project.
17.4 Rights and Duties. The Recipient shall not obtain, by virtue of these Terms of Services, any rights, title, or interest in any Confidential Information of the Owner. Within fifteen (15) days after termination of the SaaS Term, all copies of Confidential Information in any form, including partial copies, will been destroyed.
17.5 Survival. The terms of this Section 17 shall survive termination of the SaaS Term. If the Parties have executed a separate agreement that contains confidentiality terms prior to or contemporaneously and thereby, these Terms of Services, those separate confidentiality terms shall remain in full force to the extent they do not conflict with these Terms of Services.

18. INDEMINITY.

18.1 By Emeteclass. Emeteclass shall indemnify and defend Client against any third party claims that the Software or other Work Product (defined below) made available to Client by Emeteclass infringe any Portugal patent or copyright during the SaaS Term, provided that Emeteclass is given prompt notice of such claim and is given information, reasonable assistance, and the sole authority to defend or settle said claim. In the defense or settlement of any claim relating to infringing Software or other Work Product, Emeteclass shall, in its reasonable judgment and at its option and expense: (i) obtain for Client the right to continue using the Software or other Work Product; (ii) replace or modify the Software or other Work Product so that it becomes non-infringing while giving substantially equivalent functionality; or (iii) if Emeteclass determines the remedies in (i) or (ii) are not commercially reasonable, as its sole obligation, terminate the SaaS Term. Emeteclass shall have no liability to indemnify and defend Client to the extent (i) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Client; (ii) the alleged infringement is the result of a modification made by anyone other than Emeteclass; or (iii) Client uses the Software or other Work Product other than in accordance with these Terms of Services or any documentation delivered by Emeteclass. This Section states Emeteclass’s entire liability and Client’s sole and exclusive remedy for claims relating to infringement.
18.2 By Client. Client shall indemnify and defend Emeteclass against any claims (i) resulting from the use of the Software, Work Product or Services; (ii) that any Client Content (including without limitation content provided by Client for inclusion on a donation site) infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, intellectual property, trade secrets or licenses; or (iii) arising from or relating to Client’s or its users’ failure to comply with theseTerms of Services.
18.3 Mutual Indemnity. Each party (“Indemnifying Party”) shall indemnify and hold the other party (“Indemnified Party”) harmless against any third party claim, including costs and reasonable attorney’s fees, in which the Indemnified Party is named as a result of the grossly negligent or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations under these Terms and Conditions, which result in death, personal injury, or tangible property damage.
This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim.
18.4 Survival. The terms of this Section 18 shall survive termination of the SaaS Term.

19. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNIFICATION FOR THIR PARTY CLAIMS PROVIDED IN SECTION 18.

EMETECLASS’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THESE TERMS OF SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT DURING THE TWO-YEAR PERIOD PRECEDING NOTICE TO EMETECLASS OF CLIENT’S LOSS. IN NO EVENT SHALL EMETECLASS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOOD WILL, BUSINESS INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER ARISING, EVEN IF EMETECLASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EMETECLASS SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE EVENT OF ANY LOSS OR INTERRUPTION IN SOFTWARE ACCESS DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH
HEREIN. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT.

20. RIGHTS TO WORK PRODUCT.

Any expression or result of Emeteclass’s Services, such as findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software (object code only), and other technical information (collectively “Work Product”) created by Emeteclass in the course of performing the Services hereunder are the property of Emeteclass and are licensed to Client, without further license
fees, pursuant to the license in these Terms of Services, provided, however, Work Product does not include, and Client shall retain title to (i) Confidential Information of Client, (ii) all Client Content, including without limitation all proprietary rights of Client. Client shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product.

21. FORCE MAJEURET.

Except for Client’s obligation to pay Emeteclass, neither party shall be liable for any failure to perform its obligations under these Terms of Services if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government. freight or other embargoes, weather conditions or any failures by Emeteclass’s subcontractors or suppliers.

22. INDEPENDENT CONTRACTOR STATUS.

Emeteclass performs the Services as an independent contractor, not as an employee of Client. Nothing in these Terms of Services is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and Emeteclass.

23. NOTICES.

All notices or other communications referenced under these Terms of Services shall be made in writing and sent to “Attention: General Counsel” at Emeteclass’s address designated above and to Client’s by electronic mail.

24. AUDIT RIGHTS.

Emeteclass shall have the right to audit Client’s use of the Software and compliance with these Terms of Services at Client’s premises from time to time in Emeteclass’s sole discretion. Client agrees to permit Emeteclass to have access to its facilities and personnel during normal business hours for the purpose of conducting such audits. In the event such audit reveals Client is exceeding the scope of use permitted by these Terms of Services, then Client shall pay Emeteclass’s additional fees for such use (at the then-current list price) and reimburse Emeteclass for the costs of the audit.

25. GOVERNING LAW; ARBITRATION.

These Terms of Services shall be governed by the laws of Portugal. Any disputes or claims under these Terms of Services or their breach shall be
submitted to and resolved exclusively by arbitration conducted in accordance with Portugal rules. One arbitrator appointed under such rules shall conduct arbitration. The arbitration shall be conducted in Aveiro, Protugal. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, Emeteclass may sue in any court for infringement of its proprietary or intellectual property rights.

26. ASSIGMENT

These Terms of Services shall not be assigned by either Party without the prior written consent of the other. When Client create an account automatically accept and assign these Terms of Services.

27. MISCELLANEOUS.

Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. If any provision of these Terms of Services are held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of these Terms of Services will not be deemed a waiver by that
party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. These Terms of Services set forth the entire agreement between the parties with respect to the subject matter hereof and all other agreements, representations, communications and understandings, both oral and written, are superseded hereby.

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