This Agreement is personal to the Parties hereto and neither Party shall, without the prior consent in writing of the other, assign, charge or otherwise deal with the whole or any part of this Agreement or its rights or obligations hereunder.
Neither Party shall, without the prior approval in writing of the other (such approval not to be unreasonably withheld), directly or indirectly make any release or statement to the press, radio, television or other media in any way connected with this Agreement.
The failure of Premier Partner to comply with any of the foregoing obligations shall be deemed to be a material breach of this Agreement entitling WEBCC to terminate the Agreement immediately.
The Premier Partner further warrants that all information provided by the Premier Partner prior to the execution of this Agreement is true and accurate, and the Premier Partner acknowledges and agrees that WEBCC has relied on such information in entering into this Agreement.
The Parties agree that each Party retains full and exclusive Intellectual Property Rights and ownership in any and all letters patent, inventions, software, algorithms, know-how, Trade Marks, copyrights and trade secrets, and any other proprietary rights which the Party currently possesses, or has developed independently pursuant to this Agreement.
The Premier Partner acknowledges and agrees that WEBCC’s Trade Marks and WEBCC’s Intellectual Property Rights, and the goodwill associated therewith, are valuable properties belonging to WEBCC and shall remain the sole and exclusive property of WEBCC.
Prior to terminating this Agreement pursuant to this Clause 12, the Parties agree that they shall discuss and negotiate in good faith all possible and reasonable means to resolve the issues leading up to termination and attempt to resolve such issues expeditiously and in good faith.
Except as expressly stated in this Agreement, all warranties and conditions, whether expressed or implied by statute, common law or otherwise (including, but not limited to, fitness for purpose) as to performance, quality, title and otherwise in connection with the obligations of the Parties hereunder are hereby excluded to the extent permitted by law.
This Agreement shall be automatically renewed for successive periods of twelve (12) months following the expiry of the Initial Term unless otherwise terminated by either Party pursuant to Clause 12 of this Agreement.
The Premier Partner shall pay the applicable fees in the form and amounts as described in the Premier Partner’s account for the relevant product or services rendered by the Premier Partner, which shall be deducted from a client’s account established with and held by WEBCC subject to the terms and conditions related thereto for the time being enforced.
The Premier Partner agrees that WEBCC’s entire liability to Premier Partner, and the Premier Partner’s sole remedy, arising out of this Agreement, shall not exceed the amount of fees and/or charges received by WEBCC from the Premier Partner, during six (6) months preceding the date on which the cause of action had arisen under this Agreement.
In no event shall WEBCC be liable for any indirect, incidental or consequential damages or loss of profits or revenues whether foreseeable or not, however caused, arising out of or in connection with the performance or non-performance of this Agreement.