PLEASE READ THROUGH THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. IT IS THE TERMS AND CONDITIONS REGARDING YOUR USE OF A SUBSCRIPTION SERVICE FOR ONE OF THE I-NEIGHBOUR SOFTWARE SOLUTIONS ("I-NEIGHBOUR"). BY USING THE SOLUTION OR THE SERVICES OR BY SIGNIFYING YOUR ACCEPTANCE IN ANY OTHER WAY, YOU AGREE TO HAVE CAREFULLY READ, UNDERSTOOD AND ACCEPTED THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SOLUTIONS OR THE SERVICES AND YOU SHOULD DISCONTINUE ANY FURTHER INSTALLATION OR USE THEREOF OR DO NOT USE THE SITE FOR ANY PURPOSE WHATSOEVER.
1.1. Scope of Service
i-Neighbour is owned, operated, and provided to you by TimeTec Cloud Sdn Bhd ("the Company") through the website https://www.i-neighbour.com.
The i-Neighbour brand offers the i-Neighbour and i-Account software solutions.
This agreement governs the access to and use of the i-Neighbour website, including any subdomains thereof, and any other websites through which i-Neighbour makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications (collectively, "Application") and all associated services (collectively, "i-Neighbour Services"). The Site, Application and i-Neighbour Services together are hereinafter collectively referred to as the “i-Neighbour Platform”.
1.2. Subscriber’s Acceptance
1.2.1. By enrolling to use i-Neighbour, you further agree to be bound to all payment terms, policies, practices, rules, standards and guidelines related to the Site and/or i-Neighbour, in effect at any time and from time to time made available on the Site.
1.2.2. The reference "You" or "Your" refers to the person or entity or residential community subscribing to i-Neighbour hereunder. If you are accessing and using i-Neighbour on behalf of a legally authorized committee (“Committee”), resident association, management corporation, company, or other legal entity which represents the residential community, “You” or “Your” means the committee, association, corporation, company or other legal entity that you are using i-Neighbour on behalf of. You agree that you shall cause any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of i-Neighbour, to be bound by, and to abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party.
1.2.3. By accepting the terms and conditions, you (a) represent and warrant that you are 18 years old or older and are authorized to represent your organization; (b) agree to provide true, accurate, current and complete information; (c) agree to maintain and update this information to keep it true, accurate, current, and complete; and (d) agree to notify the Company of any unauthorized use of your account, password or other breach of security. If any information provided by you is untrue, inaccurate, not current, or incomplete, the Company has the right to suspend, terminate your account and to refuse any or all, current or future use of i-Neighbour with or without notice. You are entirely liable for all activities conducted through your account.
1.3. Subscriber’s Responsibility
You agree to perform the following obligations with respect to the use of the i-Neighbour Platform at the Property:
(a) ensure that the i-Neighbour/i-Vizit Guard Devices provided to you or to the Committee of the Property for its use at the Property remain sufficiently powered/charged and in good working condition at all times to enable the security guards to respond promptly to activations of the emergency assist by all property owners and residents in the residential community (“End User”);
(b) ensure that the security company employed at the Property has and maintains a valid license as required by the relevant authorities and/or laws of your country. For Malaysian subscribers, this refers to security agencies that are licensed and governed by the Ministry of Home Affairs under the Private Agency Act 1971.
You acknowledge and agree that The Company shall not be responsible or liable for any losses, damages or liabilities that may arise from or is caused by
(i) any failure or delay of the security guards at the Property to respond to an emergency situation at the Property including activations of the emergency assist by End Users; and
(ii) any violation or contravention of this Clause 1.3 by you or the Committee.
1.4. End User License Agreement
Each End User must agree to and accept the End User License Agreement (“EULA”) of the i-Neighbour App, which will be shown to the End User on his or her mobile device before he or she is allowed to use and access the application and i-Neighbour Platform.
1.5. The Company’s Responsibility
1.5.1. The Company shall have no obligation and/or responsibility to verify, confirm or inspect any information provided by you to the Company pursuant to this Agreement, if any, for the use of the i-Neighbour Platform, whether in form or substance. You shall be responsible for ensuring that all information provided to the Company under this Agreement for the setup of the i-Neighbour Platform at the Property is complete, accurate, not misleading and up-to-date as of the Effective Date.
1.5.2. The Company shall use commercially reasonable efforts to provide you or the Committee members of the Property with access and availability of the i-Neighbour Platform including the following:
(a) to supply, deliver, install, test and commission the i-Neighbour Platform comprising the relevant i-Neighbour/i-Vizit Guard Devices at the Property;
(b) to provide comprehensive and adequate on-site training for you, the residents of the Property, Committee and security guards, as the case may be, together with the necessary written operational manuals;
(c) to promptly notify you and all End Users of any planned or unscheduled downtime which may include updates, improvements and emergency maintenance performed on the i-Neighbour Platform.
1.5.3. For the avoidance of doubt, the Company shall not be responsible for any unavailability or inaccessibility of the i-Neighbour Platform at the Property that may arise from or caused by circumstances beyond the Company’s control including any of the following:
(i) interruption or failure of the Internet or other means of data transmission over telecommunication facilities or network, and/or
(ii) third party service providers, used to render the i-Neighbour Platform.
2. RIGHTS OF SERVICE
The Company hereby grants you a non-transferable, non-assignable, non-territorial, non-exclusive license (without license to sublicense) to use i-Neighbour subject to these Terms and Conditions. These Terms and Conditions govern your access to and use of i-Neighbour. You acknowledge and agree that apart from the agreement to these Terms and Conditions, you shall have no rights or access whatsoever to the i-Neighbour. You shall not:
a. Add, delete, modify, copy, translate, distribute, transmit, display, perform, reproduce, publish, create derivative works based on i-Neighbour, or permit other individuals to do so;
b. rent, lease, transfer or otherwise sell any information, software, products or services obtained from i-Neighbour;
c. provide third parties with access to your account, except for third parties specifically authorized by the Company. However, you shall remain liable for any such use of your account by another person;
d. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or source listing for i-Neighbour;
e. use i-Neighbour in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
f. engage in conduct which is unlawful or which inhibits another user from enjoying i-Neighbour or which the Company in its sole discretion determines to be unacceptable;
g. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
h. publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information;
i. upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
j. use any material or information, including images or photographs, which are made available through i-Neighbour in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
k. advertise or offer to sell or buy any goods or services for any business purpose, unless the Company specifically allows such messages;
l. download any file posted by another user of i-Neighbour that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
m. falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
n. restrict or inhibit any other user from using i-Neighbour;
o. violate any code of conduct or other guidelines which may be applicable for i-Neighbour;
p. harvest or otherwise collect information about others, including e-mail addresses;
q. violate any applicable laws or regulations;
r. create a false identity for the purpose of misleading others; and/or
s. use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of i-Neighbour or other user or usage information or any portion thereof.
3. INTELLECTUAL PROPERTY
All titles and copyrights, trade secrets, patents, trademarks and other intellectual property in and to i-Neighbour are owned by the Company. Copyrights, trade secrets and other laws protect i-Neighbour. All data not expressly entered into the i-Neighbour by you is the intellectual property of and owned by the Company.
4. FEES AND PAYMENTS
4.1. Fees
4.1.1. Should you wish to continue with i-Neighbour, you will be charged as per the pricing posted on the product pricing page or according to quotation that are drafted by the Company and its reseller.
4.1.2. You may download i-Neighbour mobile app for free by clicking the link here: https://www.timeteccloud.com/our_apps. i-Neighbour makes no claims, representations or warranties that the application will operate properly, securely, effectively or efficiently. The Company disclaims all liabilities concerning the download of application from the websites, including, but not limited to damage to the user's hardware, software, network or systems, loss of data, application failure, backup errors or problems related to connectivity, security, compatibility, functionality or efficiency.
4.1.3. To obtain or purchase hardware for use with i-Neighbour, you may consult the Company or its authorized local resellers for pricing and installation. View the list of authorized local resellers here: https://www.timeteccloud.com/find_reseller
4.2. The Company reserves the right to change its subscription fees at anytime, at its sole and absolute discretion, by posting notice of the same on the Site or by updating these Terms and Conditions. The Company shall give you notice in writing or email of not less than 14 days of any alteration or revision in the price, and the price as so altered shall apply to i-Neighbour supplied on or after the applicable date of increase, including outstanding orders. The Price Revision shall not affect the subscription paid before the revision being enforced. You are required to check for updates with your resellers or through the Site.
4.3. Any and all i-Neighbour payment policies posted on the Site are incorporated herein by reference. The Company reserves the right to change its payment policies at any time and from time to time at its sole and absolute discretion. By accepting these Terms and Conditions, you agree to pay the Company all applicable charges via your account, in United States dollars or if you are subscribing in Malaysia you may transact via MYR as well in accordance with the payment policy in effect at the time those charges becomes due.
4.4. You agree and represent that all the information you have and/or will provide for the purpose of enrolling for i-Neighbour are and/or will be accurate, complete, and current.
4.5. Mode of Payment: You shall ensure that you pay punctually for all subscription fees to the Company. Failure to do so might affect your access to the Site and the retrieve of your data.
4.5.1. PayPal, Braintree or Credit Card: All payment transactions are processed solely through a third party payment gateway that the Company engages with. The Company will not collect your credit card information and all payment terms made through PayPal, or Braintree are bound by Paypal, or Braintree's Terms of Service. All processing fees or bank charges shall be borne by the Company. Check for more details by clicking the link here:
https://www.timeteccloud.com/paymentpolicy
4.5.2. Bank Transfer: Payment can also be made by electronic bank transfer. All processing fees or bank charges shall be borne by the Company.
4.5.3. Pay to your reseller: You may also subscribe to the i-Neighbour via the Company's authorized local resellers listed at https://www.timeteccloud.com/find_reseller, in which case the payment should be submitted to the said authorized local reseller. Activation of i-Neighbour is immediate and will take effect once the payment is cleared. i-Neighbour will always start from the date the previous package had ended, regardless of the payment date. For offline subscription done via the Company's authorized local resellers, activation of i-Neighbour will occur once the payment is cleared by the Reseller to the Company.
4.6. The Company will send an email reminder to your registered email account before your license expires. If the Company has not received your payment on the expiry date, based on the communication between both parties and on a case by case basis, your license status may be classified with an "Inactive" status for a certain number of days (e.g. 30 days, 60 days, 90 days) and you and all your registered users of your organization may not be able to access data collected in i-Neighbour. You can renew your i-Neighbour license during the "Inactive" mode/status. The collected data can be retrieved after the license has been renewed.
4.7. Your data will be kept within the “Active” or “Inactive” mode/status for a certain number days for download before the data is deleted.
4.8. Your data in i-Neighbour will be deleted after an agreed number of days once you have notified us that the license will not be renewed (or otherwise after a standard 45 days after the notification is given to us).
4.9. The starting date of the renewed license shall be the date the license expired notwithstanding the actual date of renewal.
4.10. All prices of i-Neighbour are exclusive of any applicable value added tax, goods services tax or any sale/service tax, for which you shall be liable to, if there is any. The amounts charged to you by us, whether through your credit card or otherwise, may be subject to and include applicable taxes, including without limitation withholding taxes. It is your responsibility to remit any taxes that apply to your transactions. You agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so.
5. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
5.1. you have sufficient authority to agree and to accept these Terms and Conditions;
5.2. you will at all times comply with all applicable laws;
5.3. you shall not be in violation of any obligation, contract or agreement by agreeing to accept these Terms and Conditions and/or by performing your obligations under these Terms and Conditions;
5.4. you shall comply with all of the Terms and Conditions, as may be amended from time to time; and
5.5. all information provided by you is true, accurate, and complete, and is not misleading in any way.
6. INDEMNIFICATION
6.1. You hereby indemnify and hold the Company and its officers, directors and personnel harmless from any such fees, liabilities, claims, losses, damages or penalties arising out of (a) a breach of any representations and warranties by you; (b) breach of these Terms and Conditions by you; (c) your actions, negligence and/or misconduct; and/or (d) your use of i-Neighbour (including any use by your authorised person).
6.2. The indemnifying party will pay any and all expenses, costs, damages, fees incurred by the indemnified party in connection with or arising from any action, claim, suit or proceeding made against it.
6.3. The provisions of this Section 6 shall survive the termination of this Agreement.
7. CONFIDENTIALITY
Except as and to the extent required by law, you will keep confidential these Terms and Conditions and shall treat as confidential any information which comes into your possession, pursuant to or as a result of or in the performance of these Terms and Conditions (whether orally or in writing), whether such information relates to the business, sales, marketing or technical operations of either party or the clientele of either party or otherwise and whether or not such information is expressly stated to be confidential or marked as such. The provisions of this Section 7 shall survive the termination of this Agreement.
8. TERM & TERMINATION
8.1. These Terms and Conditions will commence when you click "[I accept]" or "[I agree]" or agree with i-Neighbour quotation/agreement or start using i-Neighbour. Thereafter, these Terms and Conditions shall be renewed on the date of the purchase ("Start Date") of the subscription plan of the i-Neighbour. These Terms and Conditions shall continue from the Start Date through the initial term specified by the subscription plan ("Initial Term"). At the end of the Initial Term, these Terms and Conditions will automatically renew on the day following the last day of the Initial Term ("First Renewal Date") and will automatically be renewed thereafter on the first day of each renewal period ("Renewal Period") as specified by the subscription plan, unless either party provides to the other written or electronic notice of termination in accordance with the Terms and Conditions. Initial Term specified by the Start Date and the First Renewal Date of the subscription plan, and each subsequent renewal term specified by the First Renewal Date and the Renewal Period of the subscription plan are collectively the "Term".
8.2. The Company's Right To Terminate
8.2.1. The Company may terminate this Agreement and discontinue your participation in the i-Neighbour, at its sole discretion, by providing you with written notice.
8.3 Upon termination (by either party):
8.3.1. you and all your registered users of your organization can neither access to your account nor use i-Neighbour Service;
8.3.2. your license status will be classified with an "Inactive" status for an agreed number of days (based on the communication between both parties and on a case by case basis) or for a standard 45 days and you and all your registered users of your organization will not be able to access data collected in i-Neighbour but you will be allowed to download your data in .csv format during the agreed number of days (or within 45 days); and
8.3.3. your data will be removed from the server after an agreed number of days (or 45 days) from the date you terminate your license. You will no longer be able to retrieve your data and account after the removal.
8.4 The Company and their respective affiliates shall not be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
9. NON-COMPETE AGREEMENT
You agree that during the Term and for two year thereafter, you shall not develop a competing service/software to i-Neighbour. You understand that the violation of this clause will be ground for immediate termination of all i-Neighbour service by the Company with no liability on the part of the Company; and further, you understand that the Company may seek equitable relief to stop the violation and competing activity as well as any other relief available under the law.
10. MODIFICATIONS
The Company may modify these Terms and Conditions and all applicable rates/fees/charges at any time and from time to time, in its sole discretion. Any changes will be emailed to you and/or posted on the Site by the Company in no less than 14 days prior to implementation of changes to this Agreement. Any use of the i-Neighbour and/or Site after such notice shall be deemed to be continued acceptance of these Terms and Conditions including its amendments and modifications. No conditions other than those set forth herein shall be binding on the Company unless the Company expressly agrees in a writing signed by an authorized representative of the Company. The Company reserves the right to discontinue offering i-Neighbour and/or Site at any time.
11. NOTICE
Any notice, consent, approval, request or demand (each “Notice”) permitted or required under this Agreement must: (a) be in writing; (b) be signed for a Party giving it by an authorised representative of the Party; and (c) may be delivered personally to the contact person designated in this Agreement to whom it is addressed, or left at or sent by prepaid registered post to the person’s address, or faxed/emailed to the person. Notice to the Company may be given using the contact details below:
TimeTec Cloud Sdn Bhd:
Address: No. 10, Jalan BK 3/2, Bandar Kinrara, 47180, Puchong, Selangor, Malaysia.
Fax: +603 8070 9988
Email: info@i-neighbour.com
12. TECHNICAL SUPPORT
12.1 You can contact support@timeteccloud.com and a reply will reach you within 24 hours, 7 days a week.
12.2 Skype for immediate support is available from 9am to 6 pm (GMT+8), Monday to Friday.
12.3 You can contact our authorized local resellers as listed to get local support.
12.4 You will promptly report any errors in the operation of i-Neighbour to the Company and will not take any actions that would increase the severity of the error. You will use i-Neighbour solely as described herein. If you violate any of the requirements of this Section, the Company will have no responsibility to provide you with any support.
13. DATA
13.1 Storage: Data (all data for i-Neighbour) will be hosted on i-Neighbour servers, unless otherwise agreed. The Company does not represent, warrant or covenant that the use of i-Neighbour will be uninterrupted or that the operation of i-Neighbour will be error-free or secure. In addition, the security mechanisms implemented by the Company for i-Neighbour have inherent limitations, and you must determine whether i-Neighbour sufficiently meets your requirements. i-Neighbour keeps your data for a certain number of year(s) depending on the type of data, as described in the data storage plan (which may be updated from time to time) at https://www.i-neighbour.com/data_storage. You can extend the data storage for additional year(s) with extra charges. Should you wish to continue with i-Neighbour, you will be charged as per the pricing posted on the product pricing page.
13.2 Backup: While the Company shall use reasonable effort to protect and backup your data on a regular basis, the Company is not responsible for your data that is residing or uploaded to the i-Neighbour servers. You are solely responsible for backing up and exporting your data. To ensure efficiency and stability of the system, i-Neighbour will undergo system maintenances and system upgrades from time to time as shall be determined by the Company's sole and absolute discretion. As such, i-Neighbour will only keep the transaction data dated up to 2 years before the maintenance date for each End User. For all the other transaction data, reasonable endeavours will be made to back up and send to you or your administrator accordingly.
13.3 Your Data: Your data consists of all the information of your organization and data generated while using i-Neighbour ("Data"). The Company shall not use the Data except directly in furtherance of the purposes of this Agreement. The Company shall not disclose the Data to any third party unless directed by you, unless (a) such disclosure is made by the Company in response to a court order, and provided that the Company has given you reasonable notice of such court order, or in compliance with any legal obligation which you are a subject (other than a contractual obligation) or for the administration of justice or (b) is non-personally identifiable information. All data that is not your Data belongs to the Company (collectively "i-Neighbour's Data"). By accepting these terms and conditions you agree that the Company owns all of the i-Neighbour's Data.
14. PRIVACY POLICY
14.1 i-Neighbour’s Privacy Policy
i-Neighbour protects the personal information of you, the individual that registers for i-Neighbour and of all other users (including owners, residents, committee members, management, employees, guards, visitors) that is provided to or stored in i-Neighbour by strictly complying with the Personal Data Protection Act 2010, the primary legislation concerning the protection of personal data in Malaysia. Our processing and use of personal data is also designed to comply with the EU General Data Protection Regulation (GDPR). Our privacy policy statement which can be found at https://www.i-neighbour.com/privacy_policy, documents how i-Neighbour collects personal data, if any, as well as the measures and precautions in place to ensure the privacy and security of such information.
14.2 Data Privacy
The Parties agree to comply with all applicable laws and regulations concerning the protection of personal data. In Malaysia, this includes the provisions of the Personal Data Protection Act 2010 of Malaysia.
14.3 Committee Data
During the subsistence of this Agreement, the Company shall be permitted to use any data provided by you or by the Committee pursuant to this Agreement for the purposes of rendering the i-Neighbour Platform and/or i-Neighbour (“Committee Data”) to you, to the Committee and to End Users at the Property.
14.4 Analytics of i-Neighbour Platform
14.4.1 The Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of the i-Neighbour Platform by you, by the Committee and/or by End Users for analytics and internal business development purposes. TimeTec reserves the right during the Term of this Agreement:
(a) to use such information and data to improve and enhance the i-Neighbour Platform and/or i-Neighbour and for further development, diagnostic and corrective purposes in connection with the i-Neighbour Platform and/or i-Neighbour; and/or
(b) to disclose such data and information solely in an aggregated and/or de- identified form in connection with its business but subject to the consent of you or the Committee.
For the avoidance of doubt, all analytics and related use of data under this Clause 14.4 will only be performed using de-identified data, which will not be able to identify any specific individual person or entity.
15. LINKS
The Company has not reviewed all of the sites linked to the Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the Company of that site. The Company makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Furthermore, the Company does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to the Site. Use of any such linked web site is at the user's own risk.
16. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR I-NEIGHBOUR IS AT YOUR OWN RISK. THE SITE AND/OR I-NEIGHBOUR ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND THE COMPANY DISCLAIMS ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE SITE, I-NEIGHBOUR, AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE AND/OR I-NEIGHBOUR, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE SITE AND/OR I-NEIGHBOUR. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
17. APPLICABLE LAW
This Agreement (i) shall be governed by and construed in accordance with the internal substantive laws of Malaysia, without giving effect to its principles of conflicts of law; and (ii) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties concerning the subject matter hereof. You submit to jurisdiction and venue in the state and federal courts located in Malaysia, and further agree that any cause of action you may bring arising under this Agreement will be brought by you exclusively in a state or federal court located in Malaysia.
18. LIMITATION ON LIABILITY
THE COMPANY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE COMPANY'S TOTAL CUMULATIVE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED AN AMOUNT EQUAL TO ALL AMOUNTS ACTUALLY REALIZED BY THE COMPANY FROM YOU DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, THAT THEY ARE AN ESSENTIAL ELEMENT HEREOF AND THAT ABSENT SUCH LIMITATIONS, THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT.
19. NO ASSIGNMENT OR RESALE
You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, the Company may immediately terminate this Agreement without liability to the Company.
20. HEADINGS AND REFERENCES
Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. The content in other Web sites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.
