Crisp

General Terms and Conditions
Version 1.0 – Updated March 29, 2018

These General Terms and Conditions (these “General Terms”) govern the provision of certain Services by Baskt, Inc. (doing business as Crisp), a Delaware corporation headquartered in Provo, Utah (“Crisp”), pursuant to a Services Agreement (as defined below), entered into with the Client named in such Services Agreement. The term “Agreement” shall mean the Services Agreement and any Terms and Conditions (as defined in the Services Agreement, including these General Terms), and any other exhibits, schedules, addenda, attachments, policies or terms incorporated into any of the foregoing, as the same may be amended from time to time.

By executing the Services Agreement, which references and incorporates these General Terms as well as certain other terms and conditions (the “Terms and Conditions” as defined in the Services Agreement), Client agrees to these General Terms as if they were set forth directly in the executed Services Agreement, as follows:

AGREEMENT

  1. DEFINITIONS.  In addition to other capitalized terms defined throughout the Agreement, the following capitalized terms shall have the meanings set forth below. Any capitalized terms used but not otherwise defined herein shall have the meanings given such terms elsewhere in the Agreement.
  2. Agreement” has the meaning given such term in the first paragraph set forth above.
  3. Authorized User(s)” means individuals who are authorized by Client to use the Crisp Software, or that use the Services. Authorized Users may include but are not limited to Client and Client’s employees, consultants, contractors, agents, suppliers, partners, and/or other third parties with whom Client transacts business, who Client has authorized to access and/or use any Crisp Software or Services.
  4. Client” refers to the individual or entity identified as the “Client” in the Services Agreement.
  5. Client Connected Services” means any services or products that are sold or provided by Client that are an application of, interface with, rely on, are powered by, or are connected to any Crisp Software or any Services provided by Crisp to Client.
  6. Client Content” means any information about Client’s menus, ingredients, allergens, products, offerings, particular nutritional information, suppliers, inventory, pricing, discounts, sales, taxes, tax rates and taxable transactions, information to be displayed on digital menu boards or on online or mobile websites or applications, and other information that are required for the Services to be provided by Crisp.
  7. Crisp Software” means any software, applications, websites, code, or programs (including web-based software) that are provided, created and/or operated by Crisp in connection with the provision of the Services to the Client, including the Crisp Restaurant Operating System Platform.
  8. "End User(s)" means individuals who consume or interact with information or interfaces made available via the Client Connected Services, including Authorized User(s), third parties with whom Client transacts business, Client customers and clients, and persons from the general public who engage with any Client Connected Services.  
  9. "Parties" shall mean both Client and Crisp; "Party" shall mean either Client or Crisp, according to the context of its usage.
  10. Services” refers to the services and products to be provided to the Client by Crisp as outlined in the Services Agreement.
  11. “Services Agreement means a contract in which these General Terms are attached or referenced, which conveys the terms and conditions of an agreement between the Parties for the purchase of one or more Services and/or other associated services and/or products from Crisp.
  12. Subscription means a grant from Crisp of non-exclusive, non-transferable, non-sublicensable, limited rights for Client and Client’s Authorized Users to access and/or use the Crisp Software specified in Client’s Services Agreement for the time period specified therein.
  13. GENERAL
  14. Crisp’s Responsibilities and Service Level Commitments. Subject to the terms of the Agreement, Crisp shall: (a) provide Client with access to the Crisp Software and Services described in any Services Agreement between the Parties; (b) provide any email and phone support and consultations as specified in Client’s Services Agreement; (c) use commercially reasonable efforts to make Crisp Software available with at least 95% availability, 24 hours a day, 7 days a week, except for: (i) planned downtime, which Crisp shall minimize and limit to low traffic times; (ii) occasional temporary outages or delays caused by unforeseen technological issues of Crisp’s hosting platform(s), third-party payment processors/financial institutions/banks, or a third-party technological dependency, which Crisp shall use commercially reasonable efforts to expedite resolution in a rapid manner, given that continual uptime is in all of the Parties’ interest; or (iii) any unavailability caused by circumstances beyond Crisp’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks; and (d) provide the Crisp Software only in accordance with applicable laws and government regulations.
  15. Client’s Responsibilities.
  16. Client shall (i) be responsible for Authorized Users’ compliance with the Agreement; (ii) be responsible for the accuracy, quality and legality of any Client Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Crisp Software, and notify Crisp promptly of any such unauthorized access or use; (iv) use the Crisp Software and Services and Client Connected Services only in accordance with applicable laws and government regulations; (v) if the Crisp Software or Services or Client Connected Services are provided to minors or minors are the intended audience of the output of the Crisp Software, assure that any federal, state, or local (including school) regulations, guidelines, or laws are followed with respect to the Client Connected Services or Client’s particular use of the Crisp Software or Services with minors; and (vi) to cooperate with Crisp and Crisp’s licensors (if any) in connection with efforts to protect intellectual property and other legal rights in the Crisp Software and Services.
  17. Client shall not use access to the Crisp Software or provide access thereto to any third party for any of the following: (i) to make secured areas (those for which a password, or other credential is required) of the Crisp Software available to anyone other than Authorized Users; (ii) to sell, resell, rent or lease the Crisp Software or Services (including any hardware provided in connection therewith); (iii) to store or transmit obscene, immoral, pornographic, libelous, unlawful or tortious material, or material in violation of third-party privacy or intellectual property rights; (iv) to use the Crisp Software or any Client Connected Services to store or transmit any harmful, exploitative or malicious code or program; (v) to interfere with, access without authorization, or disrupt the integrity or performance of the Crisp Software, data contained therein, or any third-party dependencies; (vi) to reverse engineer the Crisp Software or any Services, or pay, contract with or give access to a third-party to do so; (vii) to create any competing product or service or product with similar features to the Crisp Software or to provide access to the Crisp Software or information about the Crisp Software or Services, or derived therefrom with any Crisp competitor, or pay, contract with or give access to a third-party to do so; (viii) to create any application, web site or program code incorporating any interfaces, API's or URL’s exposed by the Crisp Software without written authorization from Crisp; (ix) to copy, frame or mirror any graphics, code, content or portion of the Crisp Software without written authorization from Crisp; (x) to disseminate performance information or analysis from any source relating to the Crisp Software; or (xii) to remove any product identification, Crisp branding, copyright notice or other proprietary marking from the Crisp Software or Services (including any hardware provided in connection therewith).
  18. Subscriptions. For the duration of each fully paid Subscription, Crisp will provide access to the Services specified in Client’s Services Agreement and corresponding hosting, system and general updates, client support, and maintenance. Subscriptions are limited to products, modules and services, at purchased Subscription level(s), as specified in Client’s Services Agreement, and include all standard improvements and changes made to those products, modules and services at the purchased Subscription level(s), for the duration of the Subscription(s). If Client wishes to purchase additional software, services, or Subscription level(s), such purchase shall be made in an addendum or additional Services Agreement that references Client’s original Services Agreement. Client acknowledges that updates and changes to the software will be provided as part of Client’s Subscription, and agree that Crisp may change, update or remove features or functions of the software at its discretion, so long as the core software functionality corresponding to Client’s purchased Subscription(s) are not impeded.
  19. Customizations and Modifications.  To the extent that Client requests or require customizations or modifications to the Crisp Software, Crisp only agrees to such customizations or modifications if they are explicitly reflected in Client’s Services Agreement. Client recognizes that any outstanding or future requests for customizations not reflected in a Services Agreement will only be considered at Crisp's sole discretion and may require an additional charge and an additional Services Agreement or addendum agreed to by both Parties.
  20. Usage Limitations.  Client’s Subscription may be subject to limitations, such as, for example, limits on the number of locations, rooms, or screens in which the Crisp Software may be used or displayed. Such limits shall be communicated to Client in writing as part of Client’s Services Agreement.
  21. FEES AND PAYMENT
  22. Fees. Client shall pay in full all fees that are specified in all Services Agreements, on time. Except as otherwise specified herein or in a corresponding Services Agreement or other agreement between the Parties, (a) fees are based on Services purchased and not actual usage, and (b) payment obligations are non-cancellable and fees paid are non-refundable.
  23. Invoicing and Payment. All charges for the Services shall be made according to the terms of the Agreement. Unless otherwise stated in the Services Agreement, invoiced charges are due 30 days from the invoice date. Client is responsible for providing complete and accurate billing and contact information to Crisp and notifying Crisp of any changes to such information. For placing orders of Crisp products or services, Crisp may require Client to submit the details of an order using a specific form, document, or website for it to be accepted.
  24. Overdue Charges. If any invoiced amount is not received by Crisp by the due date, then at Crisp’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) Crisp may condition future Subscription renewals and Services Agreements on payment terms shorter than those specified herein.
  25. Suspension of Service. If any amount owed by Client to Crisp under this or any other agreement for Services is thirty (30) or more days overdue, Crisp may, without limiting Crisp’s other rights and remedies, suspend Services to Client until such amounts are paid in full. Crisp will give Client at least fifteen (15) days notice that Client’s account is overdue prior to suspension.
  26. Taxes. Unless otherwise stated, Crisp’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying all such Taxes associated with Client’s purchases hereunder, not including any tax premised on Crisp's net income. If Crisp has the legal obligation to pay or collect Taxes for which Client is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Client, unless Client provides Crisp with a valid tax exemption certificate authorized by the appropriate taxing authority.
  27. PROPRIETARY RIGHTS
  28. Reservation of Rights in Software. Subject to the limited rights expressly granted hereunder, Crisp reserves all rights, title and interest in and to the Crisp Software, including all related intellectual property rights. No rights are granted to Client hereunder or under any Services Agreement other than limited usage rights for a limited time, as expressly set forth herein and/or in any Services Agreement.
  29. Reservation of Rights to Content. Subject to the limited rights expressly granted hereunder, Crisp reserves all rights, title and interest in and to any content owned or licensed by Crisp that is provided with the Services, including any images, text, video, and other content or files. No rights to content are granted to Client hereunder other than limited usage rights of the content within the Crisp Software for the duration of any corresponding active Subscription(s).
  30. Suggestions. To the extent applicable and possible, Client hereby grants Crisp a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Crisp Software any suggestions, enhancement requests, recommendations or other feedback provided by Client, Authorized Users or End Users.
  31. Publicity.  Crisp is hereby authorized to use Client’s name and logo in marketing materials to indicate that Client is a customer or client of Crisp, including on Crisp’s website; provided, however, that Crisp shall be required to protect the confidentiality of any Confidential Information.
  32. CONFIDENTIALITY
  33. Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information shall include any data which is provided to Crisp and is indicated as being private or confidential in a written communication to an authorized Crisp employee or agent. Crisp’s Confidential Information shall include the Crisp Software, including any designs, pages, user interfaces, html, scripts, source code, or internal mechanisms thereof, as well as business and marketing plans, technology and technical information, product plans and designs, and pricing. Confidential Information of each Party shall include the terms and conditions of the Agreement and attachments thereto and business plans or processes disclosed by such Party, and any other information that is specified to be confidential in any Services Agreement.  User Information (as defined in Crisp’s End User Privacy Terms and Conditions) shall not be deemed Confidential Information.
  34. Exclusions from Confidential Information. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iii) was independently developed by the Receiving Party, or (iv) is subject to immediate public disclosure or public availability under any freedom of information law. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
  35. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and any affiliates’ employees, contractors and agents who need such access for purposes consistent with the Agreement. Client shall not disclose the terms of the Agreement to any third party other than legal counsel and accountants without Crisp’s prior written consent.
  36. REPRESENTATIONS, WARRANTY AND DISCLAIMER
  37. Representations. Each Party represents that it has validly entered into the Agreement and has the legal power to do so. Crisp represents that Crisp has all necessary rights, including intellectual property rights, to provide Client with the Services specified in Client’s Services Agreement.
  38. DISCLAIMER. CRISP MAKES NO OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS TO CLIENT AS TO THE CRISP SOFTWARE AND SERVICES. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY CRISP AND WAIVED BY CLIENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
  39. CONTENT NOTICE AND DISCLAIMER
  40. Client Content.
  41. Crisp is primarily a platform to assist Client in managing Client’s point of sale services and needs. As such, Client acknowledges that it is solely the Client’s responsibility to provide accurate Client Content, and Client is also responsible to maintain the accuracy of such Client Content up to date.
  42. Depending on the Services Client purchases, the Crisp Software may include one or more features that may be used by Authorized Users or End Users to identify, filter or display items based on particular criteria, including criteria found in Client Content. Client agrees and acknowledges responsibility for the accuracy of any such criteria or Client Content. Client agrees and acknowledges that Crisp does not identify or provide any such criteria, and that the accuracy of any such criteria or Client Content in the Crisp Software is the sole responsibility of Client.
  43. Client agrees to assess any Client Content output through the Crisp Software, and that if Client finds the output, formatting, and/or user interface of the Client Content to be inadequate, Client will disable the functionality for displaying such Client Content until the issues can be corrected.
  44. In the case that Crisp provides human services or automation in importing Client Content from existing information or systems of Client, Client agrees and acknowledges that it is Client’s sole responsibility to verify that such Client Content is imported properly and that the information is accurately reflected in the Crisp Software.
  45. Client acknowledges that certain Client Content will be made electronically available to consumers and the general public without access restrictions, and that third parties (including competitors) will inherently be able to view, consume, archive, analyze and share such data.
  46. Disclaimers.
  47. Crisp hereby disclaims any responsibility for, and Client hereby accepts responsibility for and agrees to indemnify and hold Crisp harmless for, (i) any inaccuracy, misinformation or type in any Client Content input into Crisp Software, whether by Client, Client’s agent, Authorized Users, End Users, or any automated process or human input service that is provided to Client as a convenience or Service by Crisp, and (ii) any Client Content being made publicly available.
  48. Crisp assumes no liability for any adverse reactions to food or beverages consumed, or items any End User may come in contact with, through use by an End User of any Client Connected Services, and Client agrees to indemnify Crisp for any such liability.
  49. TERM, RENEWAL, AND TERMINATION
  50. Term of Agreement. The Agreement commences on the Initial Term Start Date specified in the Services Agreement (of if no such date is specified, on the date Client executes the Services Agreement), and continues until the Initial Term End Date specified in the Services Agreement.  The Agreement will continue to be in effect beyond the Initial Term End Date for the duration of any Renewal Term set forth in the Services Agreement. If the Agreement is terminated for cause in accordance herewith, all Subscriptions granted herewith shall effectively terminate immediately.
  51. Renewal.
  52. Renewal Subscriptions. Unless otherwise agreed upon or explicitly excluded in a Services Agreement, the Term of the Agreement and corresponding Subscriptions shall automatically renew and be extended for successive, contiguous 1-month periods (each, a “Renewal Term”) at the end of each then-current Term (including at the end of each Renewal Term). Renewal shall NOT occur if (i) either Party affirmatively sends the other Party 30-days advance written notice that the Agreement shall terminate at the end of the then current Term; or (ii) if Client has failed to keep up with required payments under the Agreement (in which case, the Term shall only be renewed with written approval of Crisp). The same contractual obligations with respect to the initial Subscription and Services shall apply to any renewal Subscription, and renewal Subscriptions may only be terminated earlier than their term under the same conditions as the initial Agreement. Crisp reserves the right to make renewal contingent upon Client executing a new or updated Services Agreement, which would supersede the Agreement.
  53. Inflation and/or Pricing Increase on Renewal. Crisp may adjust the pricing for any renewal based on inflation or market reasons. A pricing increase upon renewal may be reflected in any proposal, invoice or updated Services Agreement, with or without prior notice, in which case renewal will be contingent upon payment of the increased price.
  54. Termination for Cause. The Agreement may be terminated for cause under the following circumstances: (a) if a Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, the other Party may terminate the Agreement for cause immediately; (b) Crisp may terminate the Agreement for cause immediately if Client violates Crisp’s intellectual property rights or violate Client’s responsibilities under the Agreement; (c) Client may terminate the Agreement if an Error constituting a material breach set forth below occurs; or (d) for other material breaches of the Agreement or a Services Agreement, a Party may terminate the Agreement following 30 days’ written notice to the other Party of the material breach, if such breach remains uncured at the expiration of such period; provided that such notice includes full information regarding the material breach, is founded on specific material terms of the Agreement, and describes what, with reference to the terms of the Agreement, may be done by the other Party to cure such breach. If the Party accused of material breach hereunder disputes whether a material breach has occurred, and agreement or resolution cannot be reached between the Parties, the Parties agree to resolve the dispute pursuant to the Agreement within 30 days if possible, and to delay the termination until the dispute is resolved.
  55. Termination for Bugs, Errors, Downtime. Although Crisp will make reasonable efforts to test all software prior to release, and to correct any bugs, errors, data loss and/or downtime in the Software ("Error(s)") that Client brings in a reasonable and fully descriptive manner to Crisp’s attention, Errors shall not be considered a material breach nor be sufficient cause to terminate the Agreement unless: (i) the Error is sufficiently problematic to completely or substantially inhibit Client’s use of the Services; (ii) there is no reasonable work-around; (iii) Client provides Crisp with notice that Client intends to terminate the Agreement if the Error is not cured, along with any information available to Client regarding the Error that Crisp requests in order to evaluate or troubleshoot the Error; and (iv) Crisps fail to remedy the Error within ten (10) business days after being given such notice and full information regarding the Error. The lack of a requested feature or functionality in the Crisp Software, which was not available in the Crisp Software when Client purchased a Subscription thereto, shall not be deemed an Error or be sufficient grounds to terminate the Agreement for cause.
  56. Payment upon Termination. In no event shall any termination relieve Client of the obligation to pay any fees payable to Crisp for the period prior to the effective date of termination.
  57. LIMITATION OF LIABILITY
  58. Limitation of Liability. IN PROVIDING CLIENT WITH THE CRISP SOFTWARE AND SERVICES, CRISP is NOT ACCEPTING ANY RESPONSIBILITY FOR UTILIZATION OF THE CRISP SOFTWARE OR SERVICES OR FOR ANY DECISIONS THAT ARE MADE IN CONNECTION THEREWITH. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $25,000 OR THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER. THE FOREGOING SHALL NOT LIMIT ANY OF CLIENT’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT.
  59. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  60. Indemnification.  Client agrees to indemnify Crisp and hold Crisp harmless from any and all damages, claims, causes of actions or liabilities (“Claims”) arising out of the performance of the Agreement or Client’s use of the Crisp Software or Services, other than Claims arising out of Crisp’s gross negligence or willful misconduct.
  61. Miscellaneous Provisions
  62. Intellectual Property. Except where the Agreement explicitly states otherwise, Crisp reserves all intellectual property rights to the Crisp Software, Work Product, Client Applications, code, designs, trademarks, and logos. Purchase of hardware from Crisp does not grant Client any right to use or access Crisp Software without additional purchase of an authorized subscription or license to the Crisp Software.
  63. Notices. All notices required under the Agreement shall be specific, in writing, and effective upon receipt. Contact information for providing notices shall be as set forth in the Services Agreement. It is each Party’s responsibility to provide the other Party with updated notice contact information if for any reason such Party requires that notices be addressed to different contact information than that specified in the Services Agreement. Any required notice to either Party under the Agreement may be sent via email or posted by certified mail or overnight courier with delivery verification capability to the contact specified in the Services Agreement or other updated notice email and/or mailing address provided by such Party per this section. Telephone, facsimile and other notices do not constitute notice hereunder.
  64. Severability. If for any reason the Agreement or any portion thereof is held or deemed by a court of competent jurisdiction to be invalid or unenforceable under any applicable law or equitable principle or is so held by applicable court decision, such unenforceability or invalidity will not render the Agreement unenforceable or invalid as a whole, and, in such event, such provision will be changed, enforced and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision to the maximum allowable extent within the limits of applicable law, equity or applicable decisions, and the remaining provisions of the Agreement shall remain binding upon the Parties in full force and effect.
  65. Independent Contractors. Client and Crisp are independent contractors; neither Party is the partner, joint venture, agent, representative or employee of the other Party; and nothing in the Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither Party shall have any responsibility or liability for the actions or inactions of the other Party, except as expressly provided herein. Neither Party will have any right or authority to bind or obligate the other Party in any manner or make any representation or warranty on behalf of the other Party.
  66. Limit on Cause of Action. All legal or equitable action(s) arising out of the Agreement that is commenced or initiated by Client shall be forever barred unless commenced within one (1) year of the act(s) or omission(s) giving rise to the right(s)/cause(s) of action. The Parties hereby expressly agree that this paragraph is an express waiver by Client of all applicable statutes of limitation and/or periods of liberative prescription that may be held or deemed to be applicable by any court of proper jurisdiction.
  67. Dispute Resolution. Unless alternative dispute resolution is mutually agreed upon by the parties, any dispute arising under the Agreement shall be settled in a court of proper jurisdiction in the state where Crisp’s headquarters are located.
  68. Force Majeure. Neither Client nor Crisp will be liable to each other or any third Party by reason of any failure or delay in the performance of obligations hereunder on account of strikes, shortages, riots, insurrection, terrorist actions or threats, fires, flood, storms, explosions, acts of God, war (declared or undeclared), governmental action, labor conditions, earthquakes, material shortages, outages or delays caused by unforeseen technological issues of Crisp’s hosting platform(s), third-party payment processors/financial institutions/banks, or a third-party technological dependency, or any other cause which is beyond the reasonable control of Client or Crisp.
  69. No Waiver. The failure of Client or Crisp to require performance of any provision of the Agreement will not affect the full right of Client or Crisp to require such performance at any time hereafter; nor will the waiver by Client or Crisp of a breach of any provision hereof be taken or held to be a waiver by Client or Crisp of that provision or of the right to demand performance by legal action, equitable action or otherwise.
  70. Assignment. Neither the Agreement nor any rights or obligations of Client hereunder may be assigned or transferred by Client in whole or in part, whether by operation of law, equity or otherwise, without the prior written approval of Crisp. Crisp may exercise full transfer and assignment rights in any manner at its discretion and specifically may sell, pledge, mortgage, hypothecate, or grant a security interest or security right in, and/or otherwise assign its rights and responsibilities herein to a third party it deems will responsibly carry out the obligations herein that are attributed to Crisp.
  71. Survival. The rights and obligations of the parties contained in Sections 3, 4, 5, or 9, and any other right, obligation or provision under the Agreement that, by its nature, should survive termination or expiration of the Agreement, shall survive any termination or expiration of the Agreement or of any individual Subscriptions.
  72. Governing Law. The Agreement shall be governed by the laws of the state where Crisp’s headquarters are located, without regard to its conflict of laws principles.
  73. Entire Agreement. The Services Agreement, these General Terms, the Privacy Terms (as defined in the Services Agreement) and any addendums, attachments or exhibits to the Services Agreement or other terms or policies referenced and incorporated into the Services Agreement, and any properly executed subsequent addendum or add-on Services Agreements constitute the entire, complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersede any prior or concurrent agreements between the Parties with respect to such subject matter, whether in written or oral form. Any term or condition stated in a purchase order provided by Client that is additional to or inconsistent with the Agreement shall not be binding. In the event of any conflict or inconsistency between these General Terms and the terms stated in a Services Agreement or addendum thereto, the terms of the Services Agreement or addendum shall prevail, provided the same are signed by an officer, vice president, or controller of Crisp.