Terms and Conditions

1. Interpretation
1. Definitions: All capitalised terms that are not defined in these T&C will have the meanings ascribed to them in the Agreement.
2. For the purposes of these T&C, and except where the context requires otherwise:

" Affiliates " means a parent, subsidiary, brother or sister company or other company or entity which controls Us or which We control or which is under common control with Us.

" Agreement " means the service agreement(s) between Iluma and You in relation to the Services, including any variation or amendment thereto.

" API " means the application programming interfaces, a set of subroutine definitions, protocols and tools for building software and application interfaces and its packaging into SDKs (Software Development Kit) or other software which aids its implementation provided by Us and that may be used by You to access the Services.

" Confidential Information " means any data or information, oral or written, treated as confidential that relates to either Party's (or, if either Party is bound to protect the confidentiality of any third party's information, such third party's) past, present, or future research or development activities, including any unannounced products and services, any information relating to developments, the Documentation (in whatever form or media provided), inventions, processes, plans, financial or due diligence information, personal, identifiable data of End-Users and the financial terms of the Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the Effective Date of the Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; or, (v) it has been independently developed by a party without access to or use of the Confidential Information of the other party.

“ Data Harvesting ” means the act of scanning, collecting, extracting, or verifying User Information or any other data (including Personal Data), such as by way of sequential or randomized query numbers, which We may reasonably believe or suspect at Our sole discretion, to not be related to a Request.

" Documentation " means collectively, the operating instructions, user manuals, and help files, in written or electronic form, made available to You (including, but not limited to, the information found on www.iluma.ai), and that are intended for use in connection with the Services.

“ End-User ” means a person or entity that uses Your services or products.

“ Licensed Work ” means the Services, the Documentation, and the API.

" Losses " means any losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by a party.

“ Personal Data ” means any valid and factual information that are inherent and identifiable either directly or indirectly regarding a certain individual including but not limited to name, birth date, home address, spouse, dependant(s), telephone number, bank account, financial records, and alike.

“ Services ” or “Products” means the services and/or products that are provided by Us as set forth in the Schedules of the Agreement, as may be added or recalled by Us from time to time.

“ User Information ” means information supplied by an End-User or You in connection with a Request, including any Personal Data, images and metadata.

“ Request ” means the submission or a request from You for the processing of certain information related to an End-User (including any Personal Data, images, and/or metadata), that is required by You to support Your business process and/or other related activities.

2. DESCRIPTION OF SERVICES
1. Provision of the Services. Subject to Your compliance with the provisions of these T&C, commencing on the Effective Date and continuing throughout the remainder of the term of the Agreement, We will provide the Services in accordance with and subject to the terms of these T&C, including the Agreement.
2. Services License. Subject to Your compliance with the provisions of these T&C, We grant You a non-exclusive and non-transferable right and license to access and use the Licensed Work solely in connection with the Services and, unless otherwise agreed between the Parties, solely for Your internal business purposes to provide services directly to End-Users. We reserve all rights in the Licensed Work and Services not expressly granted in clause 2.2 of these T&C.
3. User Information License; Improvement of Services. You hereby grant to Us a license to use, reproduce, modify, create derivative works from, distribute, perform, transmit, anonymize and display the User Information necessary to develop, provide and improve the Services, including the right for Us to grant equivalent rights to Our service providers that perform services that form part of or are otherwise used to perform the Services. You further grant to Us all necessary rights to perpetually and irrevocably use, reproduce, modify, create derivative works from, distribute, perform, transmit and display User Information in an anonymized or aggregated form that does not identify individual persons or organizations (such as, by way of example and not by way of limitation, numbers of Verifications) perpetually, in order to compile statistics regarding use of the Services and/or to develop and improve the Services. We are hereby permitted to use User Information to improve Our Services, including through machine learning techniques.
4. Restrictions. You have no right to and shall not attempt to interfere with or disrupt the Services or the Licensed Work or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services). Except upon securing Our prior written consent, You have no right to and must not:
   1. decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure, interoperability interfaces, concepts, construction methods underlying ideas, or file formats of the Licensed Work, for any purpose;
   2. remove any identification markings, including but not limited to copyright notices and trademarks, from the Licensed Work;
   3. make any modification or enhancement to the Licensed Work, or any portion thereof;
   4. copy, sell, resell, OEM, lease, assign, distribute or transfer in any manner or form, in whole or in part, the Licensed Work or Services (except as expressly permitted by Us in writing);
   5. use the Licensed Work to develop or distribute any software product that competes in the marketplace with the Products or Services (except as expressly permitted by Us in writing);
   6. divulge or disclose all or any part of Our data to any third party unless required by law; or
   7. transfer any of Your rights established under the Agreement.
5. Acceptable Use. You acknowledge and agree that We may not police all data transmitted through the Services and that We shall not be responsible for the content of any such communications or transmissions. You shall use the Services exclusively for authorized and legal purposes, in compliance with all applicable laws, regulations and the rights of others.
6. Unauthorized Use. You further agree to take all reasonable steps to ensure that unauthorized persons will not have access to any of the Licensed Work and that all authorized persons having access will refrain from any disclosure, duplication or reproduction of the Licensed Work except to the extent permitted under the Agreement. For the avoidance of doubt, You are unauthorized to use the Services for the following purposes:
   1. Tracing individuals for debt recovery in order to locate the home address of individuals who are in debt to You or Your End-User (“Debtors”);
   2. Tracing an individual in order for You to reunite an asset with its owner (or the owner’s legal representative);
   3. Identify Us to any traced individual or other third party as the source of any data relating to the traced individual, unless required by law; or
   4. Data Harvesting or otherwise any other methods of information collection or extraction for purposes other than to complete a Request in accordance with this T&C.
7. Service Limitation. You will ensure that at the point of collection of the Personal Data, End-User is informed of the following principles:
   1. A search will be carried out by Us for the purposes of verifying End-User identity.
   2. We may check the details End-User supplies against any particulars on any database (public or otherwise) to which We have access in order to verify End-User identity.
   3. We will retain a record of the search.

If any such notification is not provided by You, You undertake to Us that You shall not attempt to use the Services in respect of the respective End-User.

3. SERVICE FEES
1. The Service Fee is an agreement between the Parties which shall be provided in a separate Agreement agreed by both parties and shall be validly binding to the Parties, as provided further in the Schedule to the Agreement.
2. You have the obligation to pay the service fee that has been agreed.
3. Notwithstanding any other provision hereof or of the Agreement, We reserve the right to propose or update the Service Fee at any time subject to sending of a written notice to You before any price changes become effective.
4. You agree that We are entitled to immediately offset any expenses, fees, costs or charges owed by You to Us in accordance with the Price Schedule or any Losses legally and rightfully incurred by Us as a result of Your actions, as determined in accordance with the dispute resolution clause of the Agreement.
5. In the event that any outstanding amount (or any part thereof) stated in an invoice is not fully settled within seven (7) days from the date of such invoice, We shall be entitled to charge interest at the rate of one per cent. (1%) per month on such outstanding amount (or part thereof), which shall be chargeable from the date falling seven (7) days from the date of such invoice up to and including the date that such outstanding amount (or part thereof) is fully settled by You.
6. You acknowledge that the provision of our Services may be subject to costs which are outside of our control if such an instance occurs (including but not limited official costs charged by regulators who manage the sources of data used by Us to complete Requests). Thus, you acknowledge and agree that we may, from time to time, amend this T&C to include such additional official costs into the costs that must be borne by you for the use of our Services.
4. OBLIGATIONS
1. General Obligations. You shall: (a) integrate the Products into Your End-User verification workflow, consistent with all applicable laws and regulations, and obtaining all consents necessary to enable Us to lawfully process User Information, (b) implement appropriate information security controls having regards to the sensitivity of the User Information, (c) notify Us as soon as reasonably practical of any non-conforming transmissions, failure to receive transmissions or failure to send or receive such transmissions, (d) accurately supply all requested data fields, (e) set reasonable data processing and transmission parameters to minimize the cost of delivering the Services, (f) implement and maintain appropriate safeguards to identify data and processing errors, (g) maintain its own computer and telecommunication systems for communication and data exchange with Us, (h) monitor and restrict the use of all passwords, End-User(s)’ identification numbers and other security measures subject to their control and in accordance with Your policies, (i) select qualified personnel to operate systems, software and equipment interfacing Our Services, (j) train all relevant personnel in the use of Our Services, (k) ensure that any use You make of the Products relates to a representative population of Your End-Users and identification document types, and (l) implement any country-specific compliance requirements in accordance with applicable law.
2. Without prejudice to Our other rights under these T&C, if You fail to comply with the obligations set out in clause 4.1 of these T&C above, We may delay or cease performance of the Services (whether entirely or partially) until You are fully compliant with those obligations.
3. Your Obligation to Keep Current: You acknowledge and agree that it is a condition of the provision of the Services by Us, that, at all times while the Agreement is in effect, You shall maintain and adhere to all reasonable security measures to protect Your Computer Systems and the data contained therein from unauthorized control, tampering, or any other unauthorized access. For the purposes of this clause 4, "Your Computer Systems" shall mean the computer systems operated by or on behalf of You that capture or store End-User data or that transmit End-User data to Us. We may provide You with suggested security measures, corrections or improvements that are required to be implemented by You for You to continue to use the Services. You agree to implement the required security changes and independently implement other security procedures and control not provided by Us. The onus is on You to review all security controls provided or suggested by Us and to determine if such security controls are sufficient or appropriate for its purposes and, where appropriate, independently implement other security procedures and controls not provided by Us.
4. Fraudulent Data/End-User: We may provide You with subjective data regarding the possibility or likelihood that any action of You or the End-User or any data submitted by You or End-User may be fraudulent, which will require action or review by You. We may also incorporate action or inaction by You into any future subjective scoring when identifying future potential fraud. However, You acknowledge and agree that You are solely responsible for any action(s) that You may choose to take (or otherwise) in relation to such data, and for providing inaccurate or incorrect information to Us. We do not represent, warrant or guarantee that such subjective data will be accurate in detecting fraud in all instances, and shall not be liable for any Losses incurred in respect of any fraud undetected by the subjective data provided by Us.
5. LICENSE AND INTELLECTUAL PROPERTY
1. Subject to the terms of these T&C, We hereby grant to You, a personal, limited, non-exclusive, non-transferable license and right to use Our Licensed Work for the following purposes:
   1. install and use the API on as many machines as reasonably necessary (which machines are and shall be maintained in facilities owned, occupied, or leased by You, including but not limited to cloud-hosted servers used by You) to use the Services for the purpose of completing a Request(s) in relation to an End-User(s);
   2. use the accompanying Documentation solely for the purpose of using the APIs and Services; and
   3. create any necessary number of copies of the API and Documentation, with all copyright notices intact, for archival purposes only.
2. Subject to the terms of these T&C, We hereby grant You a limited, non-exclusive, non-transferable royalty-free license to use Our trademarks and service marks (collectively the "Advertising Materials"; provided that You agree to change, at Your expense, any Advertising Materials which We, in Our sole judgment, determines to be inaccurate, objectionable, misleading, or a misuse of Our trademarks and/or service marks. You, upon written demand by Us, shall immediately cease the use of any Advertising Materials that We deem to be in violation of this clause 5.2. Notwithstanding any provision in these T&C to the contrary, such license shall be revoked immediately and automatically upon termination of the Agreement. You will not add to, delete from, or modify any Advertising Materials, Documentation or forms provided by Us without Our prior written consent.
3. You acknowledge and agree that except for the rights and licenses expressly granted to You in these T&C, as between You and Us, We shall retain all right, title and interest in and to the Services, APIs, Documentation, and any derivatives of the foregoing ("Our IP"); and, nothing contained in the Agreement or these T&C shall be construed as conferring upon You by implication, operation of law, estoppel, or otherwise, any other license or right. You shall not: (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any of the Our IP for any purpose other than as specified in these T&C; (ii) make the Our IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare, or market the Our IP by interactive cable, remote processing services, service bureau or otherwise; or, (iv) directly or indirectly modify, reverse engineer, decompile, disassemble, or derive source code from any of the Our IP.
4. You acknowledge and agree to give Us permission to use Your name, logo, trademark on Our website for any lawful purposes including marketing purposes.
6. REPRESENTATIONS AND WARRANTIES
1. In addition to any other representations and warranties as may be contained in the Agreement, Our representations and warranties shall be as follows:
   1. The Services and APIs provided to You hereunder will conform to the specifications set forth in the applicable Documentation, as may be amended from time to time at Our sole and absolute discretion, and in the Agreement.
   2. We will maintain compliance with all applicable laws, rules and regulations including (where applicable) Personal Data protection rules governing the security of End-User data.
   3. The preceding warranties will not apply if: (i) any products, services, or deliverables provided hereunder are used in material variation with the Agreement, these T&C or the applicable documentation; (ii) any products, services, or deliverables licensed hereunder or any part thereof have been modified without Our prior written consent; or, (iii) a defect in any products, services, or deliverables provided hereunder has been caused by any Your malfunctioning equipment or third party software.
   4. In the event that You discovers that any products, services, or deliverables are not in conformance with the representations and warranties set forth in clauses 6.1(a) and 6.1(b) of these T&C and reports such non-conformity to Us, We will, at Our discretion, (i) exercise commercially reasonable efforts to correct the non-conformity at no additional charge to You, or (ii) refund the fees paid for the non-conforming products, services, or deliverables during the ninety (90) day period preceding Your discovery of such non-conformity. The remedy stated in this paragraph constitutes Your sole and exclusive remedy and Our entire liability under clauses 6.1(a) and 6.1(b) of these T&C.
   5. We will not use or disclose unique, non-public End-User data submitted by You except as reasonably necessary (i) to provide the Services, (ii) to provide fraud screen services generally without disclosing Personal Data, or, (iii) as otherwise permitted or required by law.
2. In addition to any other representations and warranties as may be contained in the Agreement, Your representations and warranties shall be as follows:
   1. (i) You have all necessary right, power and ability to execute the Agreement and to perform Your obligations thereof (including but not limited to these T&C); (ii) any authorization or approval from any third party that may be required in connection with Your execution, delivery or performance of the Agreement have been duly obtained; (iii) the Agreement constitutes a legal, valid and binding obligation, enforceable against You in accordance with its terms, and does not breach any other agreement to which You are bound; (iv) Your use of the Services is solely for the purpose of legitimate transactions and business activities in compliance with all applicable laws, rules and regulations and (v) You comply and will continue to comply with all applicable laws and regulations, and has obtained and will continue to maintain all requisite approvals, licenses, and authorisations from relevant government institutions, with respect to Your conduct of business and Your use of the Services.
   2. Your installation, configuration, and use of the Services and the APIs shall conform to the specifications set forth in the applicable Documentation and the terms of the Agreement and in particular (where applicable) the specifications set forth in the services documentation or any other terms and conditions by any of Our third-party licensors, as shall be stipulated by Us and which are incorporated herein by this reference.
   3. prior to transmitting End-User information to Us, You will provide all reasonably necessary disclosures and/or obtain all reasonably necessary consents from each End-User regarding the intended disclosures and uses of the End-User data.
   4. (i) You have all necessary rights and authorizations to sell or distribute products or services for which You are using the Services, (ii) You do and will comply with all applicable laws and regulations as related to Your use of the Services, and (iii) none of Your products infringe or violate the Intellectual Property rights of any third party and does not and will not contain any content which violates any applicable law, regulation or third party right.
   5. You have not engaged in and is not now engaging in any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any "government official" (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and You have conducted Your business in compliance with the applicable anti-corruption anti-bribery laws.
   6. Your operations are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the Republic of Indonesia and all other jurisdictions in which You conduct business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving You with respect to Money Laundering Laws.
7. DISCLAIMERS
1. Except as expressly set forth in the Agreement or these T&C, the products and services provided hereunder are provided "as is" with all faults and without any representations or warranties. The entire risk as to satisfactory quality, performance, accuracy, and effort is with You. This disclaimer of warranty extends to the End-User and users of the End-User's products and services, is in lieu of all warranties and conditions whether express, implied, or statutory, and We hereby specifically exclude, to the fullest extent permitted by law, any representations, conditions or warranties, express or implied, regarding any of Our products or services, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the products and services, and any implied warranties arising from the course of dealing or course of performance.
2. You acknowledge that We may acquire information and/or other data sources from third parties to avail any of the Services and shall not be liable for any financial or non-financial (whether direct or indirect) Losses or any other consequences suffered or incurred by You with respect to Our failure to provide the Services due to third party omission or negligence or failure to provide such information and/or data sources.
3. You acknowledge and affirm that You shall bear all risk, with respect to sales of Your products or services or other business processes or activities.
4. You acknowledge and affirm that We shall not be liable for any loss, claims, or damages you suffer in relation to any actual, suspected, or alleged Unauthorized Use of Our Licensed Work, as set out in clause 2.6 of these T&C.
5. You acknowledge and affirm that We shall not be liable for the download and use of the Services in a rooted or jail-broken device and such use of any rooted or jail-broken device is entirely at Your own risk. You understand and agree that We shall not liable for any losses or any other consequences suffered or incurred by You as a result of using the Services on rooted or jail-broken device and We have the discretion to suspend the use of the Services on rooted or jail-broken device and block such rooted or jail-broken device from using the Services.
6. For the avoidance of doubt, We do not make any representation, warranty or guarantee in respect of the quality, authenticity, fitness, nor any other statement in relation to the nature whatsoever, of the goods or services delivered or rendered by You, and shall not be responsible or liable for any claims in respect thereof or in connection therewith by any person (including, without limitation, any End-User) whatsoever.
8. INDEMNIFICATION AND LIABILITY
1. Our Indemnity: Without prejudice to any other provision in these T&C and/or the Agreement, We shall defend, hold harmless and indemnify, at Our expense, You, your affiliates and each of your respective officers, directors, employees, and the successors and assigns of the foregoing (each, a "Your Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the Your Indemnified Party and any related Losses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by the Your Indemnified Party, to the extent that such cause of action is based upon a claim that any of Our services or products of infringe a copyright, patent, trade secret, or other intellectual property rights of a third party. Should any of Our products or services become, or in Our reasonable opinion is highly likely to become, the subject of a claim of intellectual property infringement, We may, at Our option: (i) obtain the right for You and Your End-Users to continue using the products or services; (ii) replace or modify Our products and services so it is no longer infringing or reduces the likelihood that it will be determined to be infringing; or (iii) if neither of the foregoing options is commercially reasonable, terminate the Agreement.
2. Your Indemnity: You shall defend, hold harmless and indemnify, at Your own expense, Us, Our affiliates and each of Our respective directors, officers, employees and representatives, and the successors and assigns of the foregoing (each, a "Our Indemnified Party") against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the Our Indemnified Party and any related Losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by Our Indemnified Party, to the extent that such cause of action is based on or arising from (i) any of Your services or products that infringe a copyright, patent, trade secret, or other intellectual property rights of a third party; (ii) a breach by You of any of the terms, conditions, representations and warranties set forth in the Agreement and these T&C; or (iii) Your or an End-User's use of the Services that are inconsistent with any of the terms of the Agreement or these T&C or that violate any data protection laws, or any other applicable law, rule or regulation.
3. The Party from whom indemnification is being sought (the "Indemnifying Party") will indemnify the Party seeking indemnification (the "Indemnified Party") from a claim provided that the Indemnified Party notifies the Indemnifying Party in writing promptly and in any event not later than three (3) business days after the Indemnified Party becomes aware of such claim (provided that the failure to so notify shall not affect the Indemnified Party's rights to indemnification hereunder unless, and then only to the extent that, the Indemnifying Party has been actually prejudiced thereby). The Indemnifying Party may not agree to any settlement that involves injunctive or equitable relief affecting the Indemnified Party or admission of liability by the Indemnified Party without obtaining the Indemnified Party's prior written consent.
4. We shall have no liability to You for any claim based on:
   1. any and all Losses incurred by You in respect of Our products or services which have been modified by parties other than Us;
   2. any and all Losses incurred by You in respect Your use of Our products or services in conjunction with data where use with such data gave rise to an infringement claim;
   3. any and all Losses incurred by You in respect of any of Your failure to install upgrades or patches provided by Us where such upgrade or patch would have avoided such Losses;
   4. any and all Losses incurred by You in respect of Your use of Our products or services in a manner inconsistent with the Documentation provided with such products or services;
   5. Your use of Our products or services with software or hardware not authorized by Us, where use with such other software or hardware gave rise to the Losses incurred by You;
   6. any and all Losses incurred by You in relation to any absence of any license or permit in respect of Your business activities and operations;
   7. any and all Losses incurred by You in relation to any claim related to any infringement of any intellectual property committed by You; and
   8. any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by You as a result of any tort (including, inter alia, negligence and misrepresentation), breach of statutory duty, fraud, fraudulent misrepresentation, wilful damage to property or person or any other wilful or unlawful misconduct, in each case, attributable to or caused by You or any of his employees, directors, officers, representatives, agents or affiliates.
5. Under no circumstances (i) shall We nor any of Our third-party licensors be liable to You for indirect, incidental, consequential, special or exemplary damages or Losses suffered or incurred (even if We or any of Our third-party licensors has been advised of the possibility of such damages and regardless whether each of them knew or had reason to know of the possibility of the loss, injury or damage in question), such as, but not limited to, loss of revenue, profits, goodwill or business, anticipated savings, loss of reputation, costs of delay, costs of lost or damaged data or documentation, or such party's liabilities to third parties of any nature arising from any source; nor (ii) shall the entire liability of Us or any of Our third-party licensors to You with respect to the Agreement or any subject matter thereof, these T&C or the Services under any contract, tort, negligence, strict liability or other legal or equitable theory, exceed the fees paid or payable to Us by You under the Agreement or (in the case of a dispute involving Our third-party licensor) the fees paid or payable to such third-party licensor during the six-month period immediately prior to the date the cause of action arose.
6. The exclusions and limitations of this clause 8 do not apply to obligations hereunder regarding indemnification for infringement of third party intellectual property rights by You or for liability arising from the bodily injury or death of a person by any Party.
9. CONFIDENTIAL INFORMATION
1. Each Party (the "Receiving Party") hereby agrees (i) to hold the other Party's (the "Disclosing Party") Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person except as is strictly necessary to provide or use the Services, (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, and (iv) that any employee or third party given access to any such Confidential Information must have a legitimate "need to know" and shall be bound in writing to comply with the Receiving Party's confidentiality obligations, whether generally or specific to the Agreement or these T&C.
2. Except as otherwise provided in the Agreement or these T&C, within thirty (30) calendar days of termination of the Agreement, the Receiving Party shall destroy all materials that constitute Confidential Information and/or Intellectual Property of the Disclosing Party and provide to the Disclosing Party written certification signed by an authorized officer or representative of the Receiving Party that all such information was so destroyed. Notwithstanding the foregoing, each party may retain Confidential Information that is (i) stored on archival or back-up files or (ii) required for compliance with applicable law, rules or obligations pursuant to the Agreement (including these T&C), provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of the Agreement and these T&C.
3. Notwithstanding any provision in the Agreement or these T&C to the contrary, each Party may disclose Confidential Information of the other Party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information shall be given reasonable notice of the pendency of such an order or requirement and the opportunity to contest it.
4. For the avoidance of doubt and notwithstanding the foregoing, either Party shall be entitled to disclose the existence of the relationship formed hereunder between Us and You and may include the name, trade name, trademark, or symbol of the other Party in its publicity materials without the prior written consent of the other Party.
10. MISCELLANEOUS
1. The Parties shall perform all of their duties under the Agreement (including these T&C) as independent contractors. Nothing in the Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specifically provided in the Agreement, neither Party grants the other Party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other Party, or to transfer, release, or waive any right, title, or interest of such other Party.
2. In performing any of the Services under the Agreement and these T&C, from time to time, to the extent permitted under the law, You hereby agree to authorize Us, at Our sole discretion, to delegate any of Our duties and obligations hereunder to any of Our Affiliates. For the avoidance of doubt, if We choose to exercise Our rights under clause 10.2 of these T&C, We shall not be considered to breach clause 9 of these T&C for failure or delay in notifying You of such intention.