By using the TravelDesk Services, you the Customer (the entity or person listed in the sign up form) acknowledge and agree to be bound by the terms and conditions of this TravelDesk Services agreement (this "Agreement") between Customer (also called "you" and "your") and TravelDesk. Do not use the site and services if you do not agree to these terms. TravelDesk reserves the right to change these terms and you should review these terms periodically. Your continued use of the TravelDesk site and service indicates you agree to the then-current terms.

TRAVELDESK MAKES EVERY REASONABLE EFFORT TO PROVIDE ACCURATE AND TIMELY INFORMATION, BUT THERE MAY BE MISTAKES AND TYPOGRAPHIC ERRORS ON THIS SITE. THEREFORE YOU SHOULD NOT ASSUME THAT ALL INFORMATION ON THIS SITE IS ACCURATE OR COMPLETE.

All materials on this site are protected as the copyrights, trademarks and/ or other intellectual properties owned by TravelDesk and /or its subsidiaries. All rights not expressly granted are reserved.

Key Terms

You may:

• Allow the TravelDesk Services to be used by any number of simultaneous licensed Customer Users, using the same Company ID, but solely for the benefit and purposes of Customer.
• Integrate the TravelDesk Data into your applications, for presentation to third-party users.

• You must include attribution to TravelDesk within your application. If attribution and links were included in any HTML you downloaded, you may not remove it.
• You must not use the TravelDesk Services on any inappropriate website as defined in the agreement.

You may not:

• Lend, rent, sell or grant sublicenses, leases or other rights to access the TravelDesk Services.
• Cache,  defined as the automatic, immediate, or temporary storing of the information provided by any TravelDesk service:
  on any device
  in any format such as digital or printed, but not limited to those alone
  and in any manner such as disk, tape or removable storage; or permanent or temporary electronic memory (RAM, ROM, or E-PROM)
  except on a single end-user device and then only for the purposes of formatting the information for the presentation to a single user.
• Sell, sublicense, or otherwise transfer any part of the TravelDesk Data received through the TravelDesk Services to third parties, except as permitted above.
• Reverse engineer, disassemble, or decompile the TravelDesk Services, any password or security device used with the TravelDesk Services, or make any attempt to discover the source code or scripts used to provide the TravelDesk Services.
• Modify the TravelDesk Services or the TravelDesk Data or any security devices without the written permission of TravelDesk.
• Remove any TravelDesk or third-party names, trademarks, copyright notices or other proprietary rights notices.
• Use the TravelDesk Services or the TravelDesk Data in any way that may infringe any copyright or proprietary interests of TravelDesk or TravelDesk's third-party data providers, or any other third parties.

Customer shall access the TravelDesk Services either by posting and maintaining at the Customer site software to the TravelDesk Services or by providing other direct means for accessing the TravelDesk Services. All costs associated with Customer's accessing and supporting the TravelDesk Services shall be the sole responsibility of Customer. Customer will establish and enforce reasonable procedures to ensure that Customer can control and account for access to and use of the TravelDesk Services by Customer Users.

TravelDesk may collect, retain, and use data and information regarding Customer and Customer Users who use the Service. TravelDesk may only use and disclose any personally identifiable information about Customer Users for TravelDesk's own internal purposes.

LICENSE RIGHTS

TravelDesk grants you a non-exclusive, nontransferable and terminable license to use the TravelDesk Standard APIs, RSS Feeds and/or Standard Widgets (the "TravelDesk Services") and the information provided therein (the "TravelDesk Data"), upon your acceptance of this Agreement. Individuals working as employees or contractors hired by Customer are called "Customer Users" in this Agreement.

SERVICE LEVEL AGREEMENT

Hosting. TravelDesk shall host the TravelDesk Services hosting facilities. Power, Internet connectivity and hosting hardware shall have redundant systems to minimize the likelihood of a site outage.

Availability. The TravelDesk Services will be available at least 99% of the time each month. The following will not be counted as an availability outage: an outage that continues for an hour or less that TravelDesk fails to identify and which Customer fails to report to TravelDesk within three business days, or an outage resulting from maintenance by TravelDesk for which Customer receives an advance notice. TravelDesk shall maintain the ability to perform software updates and system maintenance without taking the system offline, through the use of redundant hardware.

Monitoring and Support. The TravelDesk infrastructure shall be monitored continually via a variety of automated mechanisms that continually check the health of the overall system and subsystems.

MARKETING

Marketing. Neither party shall make any public statement, press release, or other announcement relating to the terms and conditions of or existence of this Agreement without the prior written approval of the other party.

TravelDesk Branding. If Customer publishes TravelDesk Data via a public Web site, Customer shall carry a "Powered by TravelDesk" or similar logo on TravelDesk-related Web site pages. The TravelDesk logo will include a link to a site designated by TravelDesk.

OWNERSHIP AND USE OF SERVICES AND DATA

Ownership and Use of TravelDesk Services. Customer acknowledges the TravelDesk Services and documentation are owned by and shall remain the exclusive property of TravelDesk. No rights in the TravelDesk Services and documentation are granted or conveyed by TravelDesk other than the limited right to use them as set forth in this Agreement.

Ownership and Use of TravelDesk Data. Customer acknowledges that all TravelDesk Data provided or available to Customer or Customer Users through the TravelDesk Services is owned either by TravelDesk or by TravelDesk's third-party data providers and that neither Customer nor Customer Users shall acquire any ownership or interest whatsoever in such data.

CONFIDENTIALITY

Confidential Information. The Customer acknowledge that, in the course of their dealings hereunder, each may acquire Confidential Information about TravelDesk. For the purposes of this Agreement, "Confidential Information" means any information in any form presented to the Customer, excluding information in the public domain or developed independently by the receiving part hereunder.

Nondisclosure and Nonuse. Customer agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of TravelDesk in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

Permitted Disclosures. Notwithstanding the foregoing, Customer may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks, and other financing sources and their advisors.

DISCLAIMER, LIMITATION OF WARRANTIES AND LIABILITY

Warranties. Customer warrants that (a) it has the full power and authority to enter into this Agreement and to perform the obligations contained in this Agreement, and (b) its entry into, and performance under, this Agreement will not violate any law, statue or regulation or result in a breach of any material agreement or understanding to which it is bound.

No Performance Warranties. The TravelDesk Data available through the TravelDesk Services has been compiled from various sources, and TravelDesk disclaims all responsibility for checking and verifying that the TravelDesk Data is 100% accurate. Consequently, TravelDesk provides no performance warranties to Customer or to Customer Users, AND IN THE ABSENCE OF SUCH WARRANTIES TRAVELDESK SPECIFICALLY PROVIDES THE TRAVELDESK SERVICES AND TRAVELDESK DATA ON AN "AS IS" BASIS.

General Disclaimer. TRAVELDESK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRAVELDESK ASSUMES NO RESPONSIBILITY AND ACCEPTS NO LIABILITY FOR ANY FAILURE IN TELECOMMUNICATION LINES OR ELECTRIC POWER SOURCES CONNECTING CUSTOMER OR CUSTOMER USERS TO THE TRAVELDESK SERVICES. TRAVELDESK DOES NOT WARRANT THAT ACCESS TO, OR OPERATION OF, THE TRAVELDESK SERVICES OR THE TRAVELDESK DATA WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.

Limitation of Liability. IN NO EVENT SHALL TRAVELDESK, OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. NOTWITSTANDING THE FOREGOING, THE AGGREGATE LIABILITY OF TRAVELDESK FOR ALL DAMAGES, INJURIES, AND LIABILITY INCURRED BY CUSTOMER, ANY CUSTOMER USER, AND ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED US$1.

Exclusive Remedy. In the event the TravelDesk Services do not operate as represented on the TravelDesk site, TravelDesk will make commercially reasonable efforts to correct the problem upon receiving notice of it. If TravelDesk cannot reasonably remedy the problem, then Customer will be notified and may terminate this Agreement in accordance with the termination provisions below. This remedy is the sole remedy available to Customer.

INDEMNITY

Customer Indemnity of TravelDesk. Customer shall indemnify, defend, and hold TravelDesk and its officers, directors, agents, and employees harmless against any action, judgment, liability, loss, cost, or damage (including attorneys' fees) resulting from third-party claims arising exclusively from any violation by Customer or a Customer User of the restrictions set forth herein on use of the TravelDesk Services or TravelDesk Data contained therein.

TERM AND TERMINATION

Term. The term of this Agreement shall commence on the date of this Agreement. This Agreement shall remain in effect until such time that your TravelDesk Services plan is exhausted.

Customer's Termination Rights. Customer may terminate this Agreement for breach following TravelDesk's receipt of written notice of a breach, provided such breach has not been cured within a reasonable time. In the event of such termination, or if TravelDesk has voluntarily terminated the Agreement, Customer shall be entitled to a pro rata return of amounts paid. This refund is the sole monetary remedy available to Customer as a result of any alleged service failure or TravelDesk termination. In all other cases, Customer shall not be entitled to a refund of any amounts paid, regardless of level of TravelDesk Services usage.

TravelDesk's Termination Rights. TravelDesk may terminate or suspend performance of this Agreement immediately, for any reason, with or without notice to Customer, additionally, TravelDesk reserves the right to terminate or suspend Customer's use in whole or in part if, in TravelDesk's sole judgment, use of the TravelDesk Services by Customer or Customer Users (i) presents a material security risk or will interfere materially with the proper continued operation of the TravelDesk Services or TravelDesk Data or related services; (ii) jeopardizes TravelDesk's relationships with its third-party data providers, or any other third party; (ii) violates applicable laws or governmental regulations, including without limitation consumer protection, securities regulation, child pornography, obscenity, data privacy, data transfer and telecommunications laws; (iii) violates or infringes any intellectual property right of TravelDesk or a third party; (iv) violates export control regulations of the United States or other applicable countries; (v) otherwise violates this Agreement or any published Terms of Use Policy of TravelDesk; or (vi) is subject to an order from a court or governmental entity stating that such use generally or for certain activities must stop. Upon any termination or expiration of this Agreement for any reason, TravelDesk shall cease to provide and Customer shall cease to access the TravelDesk Data and the TravelDesk Services.

MISCELLANEOUS

Entire Agreement; Severance. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. Each separate provision or term herein shall be treated as a separate and independent "clause”, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. The parties agree that should a court determine that any clause hereof is unenforceable, then the court may strike only that clause and interpret the Agreement without such unenforceable clause in order to give effect, to the fullest extent permissible, to the intentions of the parties manifested in such unenforceable clause.

Modifications; Waiver and Amendments. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default. Notwithstanding the foregoing terms, TravelDesk may alter, modify or substitute Company IDs, passwords, or any other device or method used for controlling access to the TravelDesk Services and the TravelDesk Data, at any time, without the consent of Customer or Customer Users, by giving reasonable notice to Customer of such change.

Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s written consent (which shall not be unreasonably withheld), except that no such consent will be required in connection with the assignment to a legal successor in interest that assumes all obligations hereunder as part of (i) a merger, reorganization, or sale of all, or substantially all, of such party’s assets or (ii) either party's assignment or delegation of its rights and responsibilities hereunder to a wholly owned subsidiary or joint venture in which the assigning party holds an interest. The assigning party in any authorized assignment without consent shall be required to provide reasonable notice to the other party, and in all events not less than five (5) business days' notice. Any attempt to assign this Agreement other than as permitted above shall be null and void.

Governing Law. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware, without reference to conflict of laws principles.

Notices. Any notice under this Agreement shall be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email, or five (5) days after deposit in the mail. Notices shall be sent to a party at its contact address set forth in this Agreement or such other address as that party may specify in writing pursuant to this Section.

Independent Contractors; No Agency. The parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of each other. Notwithstanding any public references to a "partnership", this Agreement does not, and shall not be construed to create or imply any partnership, agency, or joint venture.

Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party, including, but not limited to, acts of God, power outages, telecommunication system failures, and governmental restrictions.

No Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of Customer and shall create no rights or obligations enforceable by any other party unless such beneficiaries are expressly set forth in an amendment hereto.

DISPUTE RESOLUTION

In the event that any matter of disagreement shall arise under this Agreement, such disagreement shall be resolved in accordance with the terms contained in this paragraph. Neither party shall institute a proceeding in any court or administrative agency to resolve a dispute between the parties before that party has sought to resolve the dispute through direct negotiations with the other party. If the dispute is not resolved within three (3) weeks after a demand for direct negotiations, the parties shall attempt to resolve the dispute through mediation.

The Parties shall use their best efforts to agree upon a mediator. If no agreement can be reached with forty-eight (48) hours, then each party shall nominate a mediator or other neutral party for purposes of selecting a mediator for the dispute, and those two neutral parties shall have an additional forty-eight (48) hours to agree on the final mediator, who alone shall mediate the dispute.

If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties to that effect and the aggrieved party may then seek relief through litigation in the Washington D.C., United States of America.

Ownership and Use of FlightLookup Data. Customer acknowledges that all FlightLookup Data provided or available to Customer or Customer Users through the FlightLookup Services is owned either by FlightLookup or by FlightLookup's third-party data providers and that neither Customer nor Customer Users shall acquire any ownership or interest whatsoever in such data.

CONFIDENTIALITY

Confidential Information. The Customer acknowledge that, in the course of their dealings hereunder, each may acquire Confidential Information about FlightLookup. For the purposes of this Agreement, "Confidential Information" means any information in any form presented to the Customer, excluding information in the public domain or developed independently by the receiving part hereunder.

Nondisclosure and Nonuse. Customer agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of FlightLookup in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

Permitted Disclosures. Notwithstanding the foregoing, Customer may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks, and other financing sources and their advisors.

DISCLAIMER, LIMITATION OF WARRANTIES AND LIABILITY

Warranties. Customer warrants that (a) it has the full power and authority to enter into this Agreement and to perform the obligations contained in this Agreement, and (b) its entry into, and performance under, this Agreement will not violate any law, statue or regulation or result in a breach of any material agreement or understanding to which it is bound.

No Performance Warranties. The FlightLookup Data available through the FlightLookup Services has been compiled from various sources, and FlightLookup disclaims all responsibility for checking and verifying that the FlightLookup Data is 100% accurate. Consequently, FlightLookup provides no performance warranties to Customer or to Customer Users, AND IN THE ABSENCE OF SUCH WARRANTIES FLIGHTLOOKUP SPECIFICALLY PROVIDES THE FLIGHTLOOKUP SERVICES AND FLIGHTLOOKUP DATA ON AN "AS IS" BASIS.

General Disclaimer. FLIGHTLOOKUP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FLIGHTLOOKUP ASSUMES NO RESPONSIBILITY AND ACCEPTS NO LIABILITY FOR ANY FAILURE IN TELECOMMUNICATION LINES OR ELECTRIC POWER SOURCES CONNECTING CUSTOMER OR CUSTOMER USERS TO THE FLIGHTLOOKUP SERVICES. FLIGHTLOOKUP DOES NOT WARRANT THAT ACCESS TO, OR OPERATION OF, THE FLIGHTLOOKUP SERVICES OR THE FLIGHTLOOKUP DATA WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.

Limitation of Liability. IN NO EVENT SHALL FLIGHTLOOKUP, OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. NOTWITSTANDING THE FOREGOING, THE AGGREGATE LIABILITY OF FLIGHTLOOKUP FOR ALL DAMAGES, INJURIES, AND LIABILITY INCURRED BY CUSTOMER, ANY CUSTOMER USER, AND ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED US$1.

Exclusive Remedy. In the event the FlightLookup Services do not operate as represented on the FlightLookup site, FlightLookup will make commercially reasonable efforts to correct the problem upon receiving notice of it. If FlightLookup cannot reasonably remedy the problem, then Customer will be notified and may terminate this Agreement in accordance with the termination provisions below. This remedy is the sole remedy available to Customer.

INDEMNITY

Customer Indemnity of FlightLookup. Customer shall indemnify, defend, and hold FlightLookup and its officers, directors, agents, and employees harmless against any action, judgment, liability, loss, cost, or damage (including attorneys' fees) resulting from third-party claims arising exclusively from any violation by Customer or a Customer User of the restrictions set forth herein on use of the FlightLookup Services or FlightLookup Data contained therein.

TERM AND TERMINATION

Term. The term of this Agreement shall commence on the date of this Agreement. This Agreement shall remain in effect until such time that your FlightLookup Services plan is exhausted.

Customer's Termination Rights. Customer may terminate this Agreement for breach following FlightLookup's receipt of written notice of a breach, provided such breach has not been cured within a reasonable time. In the event of such termination, or if FlightLookup has voluntarily terminated the Agreement, Customer shall be entitled to a pro rata return of amounts paid. This refund is the sole monetary remedy available to Customer as a result of any alleged service failure or FlightLookup termination. In all other cases, Customer shall not be entitled to a refund of any amounts paid, regardless of level of FlightLookup Services usage.

FlightLookup's Termination Rights. FlightLookup may terminate or suspend performance of this Agreement immediately, for any reason, with or without notice to Customer, additionally, FlightLookup reserves the right to terminate or suspend Customer's use in whole or in part if, in FlightLookup's sole judgment, use of the FlightLookup Services by Customer or Customer Users (i) presents a material security risk or will interfere materially with the proper continued operation of the FlightLookup Services or FlightLookup Data or related services; (ii) jeopardizes FlightLookup's relationships with its third-party data providers, or any other third party; (ii) violates applicable laws or governmental regulations, including without limitation consumer protection, securities regulation, child pornography, obscenity, data privacy, data transfer and telecommunications laws; (iii) violates or infringes any intellectual property right of FlightLookup or a third party; (iv) violates export control regulations of the United States or other applicable countries; (v) otherwise violates this Agreement or any published Terms of Use Policy of FlightLookup; or (vi) is subject to an order from a court or governmental entity stating that such use generally or for certain activities must stop. Upon any termination or expiration of this Agreement for any reason, FlightLookup shall cease to provide and Customer shall cease to access the FlightLookup Data and the FlightLookup Services.

MISCELLANEOUS

Entire Agreement; Severance. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. Each separate provision or term herein shall be treated as a separate and independent "clause”, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. The parties agree that should a court determine that any clause hereof is unenforceable, then the court may strike only that clause and interpret the Agreement without such unenforceable clause in order to give effect, to the fullest extent permissible, to the intentions of the parties manifested in such unenforceable clause.

Modifications; Waiver and Amendments. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default. Notwithstanding the foregoing terms, FlightLookup may alter, modify or substitute Company IDs, passwords, or any other device or method used for controlling access to the FlightLookup Services and the FlightLookup Data, at any time, without the consent of Customer or Customer Users, by giving reasonable notice to Customer of such change.

Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s written consent (which shall not be unreasonably withheld), except that no such consent will be required in connection with the assignment to a legal successor in interest that assumes all obligations hereunder as part of (i) a merger, reorganization, or sale of all, or substantially all, of such party’s assets or (ii) either party's assignment or delegation of its rights and responsibilities hereunder to a wholly owned subsidiary or joint venture in which the assigning party holds an interest. The assigning party in any authorized assignment without consent shall be required to provide reasonable notice to the other party, and in all events not less than five (5) business days' notice. Any attempt to assign this Agreement other than as permitted above shall be null and void.

Governing Law. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware, without reference to conflict of laws principles.

Notices. Any notice under this Agreement shall be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email, or five (5) days after deposit in the mail. Notices shall be sent to a party at its contact address set forth in this Agreement or such other address as that party may specify in writing pursuant to this Section.

Independent Contractors; No Agency. The parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of each other. Notwithstanding any public references to a "partnership", this Agreement does not, and shall not be construed to create or imply any partnership, agency, or joint venture.

Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party, including, but not limited to, acts of God, power outages, telecommunication system failures, and governmental restrictions.

No Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of Customer and shall create no rights or obligations enforceable by any other party unless such beneficiaries are expressly set forth in an amendment hereto.

DISPUTE RESOLUTION

In the event that any matter of disagreement shall arise under this Agreement, such disagreement shall be resolved in accordance with the terms contained in this paragraph. Neither party shall institute a proceeding in any court or administrative agency to resolve a dispute between the parties before that party has sought to resolve the dispute through direct negotiations with the other party. If the dispute is not resolved within three (3) weeks after a demand for direct negotiations, the parties shall attempt to resolve the dispute through mediation.

The Parties shall use their best efforts to agree upon a mediator. If no agreement can be reached with forty-eight (48) hours, then each party shall nominate a mediator or other neutral party for purposes of selecting a mediator for the dispute, and those two neutral parties shall have an additional forty-eight (48) hours to agree on the final mediator, who alone shall mediate the dispute.

If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties to that effect and the aggrieved party may then seek relief through litigation in the Washington D.C., United States of America.