GENERAL TERMS AND CONDITIONS OF GRIZZLY NEW MARKETING INC.
Article 1 Definitions
any company owned or controlled by a Party, where control may be by management authority, equity interest or otherwise
a written agreement between Parties for the provision of Services by Grizzly New Marketing, of which these Terms and Conditions form an integral part
any natural person or business entity with whom Grizzly New Marketing and its employees deal in the course of its business, including representative(s), agent(s) and successor(s)
Intellectual Property Rights:
any and all intellectual property rights as granted in any jurisdiction such as copyrights, patent rights, trade name rights, trademark rights, inventions, software, source codes, programming, symbols, names, images, designs, research and technical documents and materials, other intellectual and industrial property rights, utility model rights, any rights of action in relation to Confidential Information, any rights of action in relation to trade names, trading styles and/or domain names
Grizzly New Marketing and Client, individually or collectively
the full assortment of Grizzly New Marketing Services, including but not limited to website design and search engine optimalization / search engine positioning services
Terms and Conditions:
these General Terms and Conditions of Grizzly New Marketing
Third Party Claim:
any claim of a third party stating that its Intellectual Property Rights have been infringed due to the exercise of rights by Client in respect to the Services as granted to Client in the Agreement
Grizzly New Marketing:
Grizzly New Marketing Inc., a Delaware corporation
Article 2 Applicability
- These Terms and Conditions apply to all offers of Grizzly New Marketing and shall govern the relationship between Grizzly New Marketing and Clients, together with any Agreement between Grizzly New Marketing and Client.
- No other terms and conditions shall be binding upon Grizzly New Marketing unless accepted by it in writing. Grizzly New Marketing expressly rejects any general terms and conditions used by Client. Client may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void and do not bind Grizzly New Marketing.
- Grizzly New Marketing reserves the right to amend these Terms and Conditions at any time. New or amended general terms and conditions shall be applicable upon thirty (30) days notice to Client.
- In case of inconsistencies between the terms of an Agreement and those contained in these Terms and Conditions, those in the Agreement will take precedence.
- Involvement of third parties by Grizzly New Marketing shall not affect the applicability of these Terms and Conditions.
Article 3 Offers, Acceptance and Exclusions
- All offers of Grizzly New Marketing are non-binding and may be revoked at any time, unless and until memorialized by an Agreement. Any amendments made by Grizzly New Marketing in writing shall entail a new offer, automatically revoking the previous offer. Any amendments by Client of a Grizzly New Marketing offer will be deemed a new offer by Client, which Grizzly New Marketing may accept or reject in its sole discretion. Offers will only be deemed accepted by Grizzly New Marketing when memorialized by an Agreement.
- All information and data contained in documentation, price lists or other material related to the Services, whether in electronic or any other form, are binding only to the extent that they are by reference expressly included in the Agreement.
- All offers are based on the information and documentation provided by Client, and Grizzly New Marketing may rely on the accuracy thereof. Client warrants the accuracy, completeness and reliability of the information and documentation, even if it originates with or is acquired from third parties.
Article 4 Prices and Taxes
- All prices are exclusive of, and Client shall pay, all taxes, duties, levies or fees, or other similar charges imposed on Grizzly New Marketing or Client by any taxing authority (other than taxes imposed on Grizzly New Marketing’s income), related to Client’s order, unless Client has provided Grizzly New Marketing with an appropriate resale or exemption certificate for the delivery location, which is the location where the Services are performed. In case of changes in law such that a tax is levied that is or becomes irrecoverable, or in case Grizzly New Marketing’s vendors increase their rates, with a consequent increase to the costs to Grizzly New Marketing of delivering the Services, whereby and to such an extent Grizzly New Marketing is entitled to increase its prices accordingly.
- Additionally, all prices are exclusive of, and Client shall pay, all travel, transport, and shipment costs related to Client’s order, unless agreed otherwise in writing by the Parties.
Article 5 Payment
- Client agrees to pay, without the right to set-off any amount, all invoiced amounts within fourteen (14) days of the invoice date, unless stated otherwise in the Agreement or on the invoice. However, all amounts will be due immediately, in case Client terminates or suspends all or a substantial portion of its business activities, becomes insolvent, admits its inability to pay its debts, or in case of the voluntary or involuntary filing of a petition for or adjudication of bankruptcy of Client under any federal, state or municipal bankruptcy or insolvency act, the appointment of a receiver, trustee, custodian, or liquidator, or any act or action constituting a general assignment by Client of its properties and/or interest for the benefit of creditors.
- Where payment is not made within the terms set forth in this article, contractual interest shall be owed at a rate of 1.5% a month, or the highest rate allowed by law if lower, with effect from the first day following expiration of the payment term referred to in this article; part of a month shall be considered a full month.
- Payments made by Client shall always be used first to meet all the interest and costs owed and subsequently for the settlement of claims under the Agreement which have remained outstanding for the longest period of time, even when Client specifies that the payment relates to another claim.
- Client shall not be entitled to refuse to discharge or to suspend the discharge of its payment obligations on account of alleged error in the Services or on any other account whatsoever.
- If Grizzly New Marketing believes that Client’s financial position and/or payment performance justifies such action, Grizzly New Marketing has the right to demand that Client immediately furnish security in a form to be determined by Grizzly New Marketing and/or make an advance payment. If Client fails to furnish the desired security, Grizzly New Marketing has the right without prejudice to its other rights, to immediately suspend the further execution of the Agreement, and that which Client owes to Grizzly New Marketing for whatever reason will become immediately due and payable.
- Client shall be liable for amounts which Grizzly New Marketing incurs to collect payment, including without limitation, collection agency fees, reasonable attorneys’ fees and arbitration or court costs.
Article 6 Lead Times, Implementation, Development and Risk of Loss
- Grizzly New Marketing shall deliver the Services in accordance with the Agreement. Delivery and/or development and/or implementation times and dates are merely estimates, as well as lead times or any other deadlines, and Grizzly New Marketing cannot be held liable for any damages as a result of delay of the Services. Unless otherwise agreed in writing, failure to meet delivery times or delivery dates stated shall never be considered fatal, and if the time for delivery is exceeded, Client shall not be entitled to cancel or terminate the Agreement, or to claim any damages.
- If any delivery period or lead time risks to be exceeded, Grizzly New Marketing will inform the Client as soon as reasonably possible and the Parties will enter into consultations in order to determine a new delivery period.
- Grizzly New Marketing will report to the Client in accordance with the Agreement. If no reporting method is specified in writing in the Agreement, reporting shall be done in the English language. If no reporting medium has been agreed upon by the Parties, Grizzly New Marketing will determine the medium to be used, at its sole discretion.
- If, during the performance of the Agreement, Grizzly New Marketing determines that it is necessary to change or supplement the Services, Grizzly New Marketing will inform the Client thereof, and the Parties will collaborate in good faith to amend the Agreement, if required. Grizzly New Marketing will notify Client if such amendments may affect the time at which the Services are to be completed. If the amendments of the Agreement have financial consequences or other material consequences to the Services, Grizzly New Marketing will be entitled to charge the Client for any additional costs and expenses involved. Grizzly New Marketing will provide prior written notice to the Client of any such additional costs and expenses.
- Grizzly New Marketing may involve third parties to perform all or part of the Services and will use commercially reasonable efforts to conduct the Services with due care and skill.
- In case it is agreed upon that the Services will be conducted in phases, Grizzly New Marketing is entitled to postpone the performance of the Services belonging to the next phase until Client has approved the results of the preceding phase in writing.
- Client hereby warrants that any information or material it furnishes to Grizzly New Marketing in relation to the development or delivery of Services, is not subject to any third-party intellectual property rights.
Article 7 Complaints
Any substantive failure of the Services to materially comply with functional or technical specifications mutually agreed by the Parties, must be reported in detail to Grizzly New Marketing within eight (8) days after performance of the Services, or after the date the failures have been discovered by the Client, or reasonably should have been discovered by the Client, whichever comes first. Such written report shall include a detailed description of the nature of the purported failures. In the event the Services are found to contain the purported failures by Grizzly New Marketing, Grizzly New Marketing will address such failures within a reasonable period of time, which will be Client’s sole remedy, provide that the failures have been remedied within thirty (30) days of Client’s written notification.
Article 8 Unauthorized Use and Privacy
- Grizzly New Marketing at all times reserves the right to terminate with immediate effect and in its sole discretion the delivery of Services, if it deems Client’s is breaching the Agreement or these Terms and Conditions.
- Client shall comply with prevailing laws and regulations related to the protection of privacy and processing of personal information. Client shall indemnify and hold harmless Grizzly New Marketing against any third-party claims related to any breach of such laws and regulations.
Article 9 Client’s Cooperation
- Client shall timely provide Grizzly New Marketing with all details and information required by Grizzly New Marketing for the development and/or delivery of Services. If stated in the Agreement, Client shall also provide Grizzly New Marketing with the required materials or data on information carriers, which shall comply with the specifications as set forth by Grizzly New Marketing in writing.
- Client understands that the development and/or the delivery of Services, shall be done by Grizzly New Marketing based on details, information, specifications and requirements supplied by the Client, including but not limited to those stated above, and Grizzly New Marketing shall rely thereon.
- If Client furnishes materials or data on information carriers to Grizzly New Marketing in connection to the development and/or the delivery of Services, these shall meet specifications as Grizzly New Marketing shall set forth in writing, and Grizzly New Marketing shall be entitled to suspend performance of the Agreement, as well as charge additional costs in accordance with its customary rates, in the event that such materials or data are not made available in the time required or in the prescribed quality or manner.
- If Client fails to make available to Grizzly New Marketing data, documents, or materials that Grizzly New Marketing deems useful, necessary or desirable for the purpose of performing the Services, or if Client fails to make these available in good time or in accordance with the Agreement, or if Client fails to meet its obligations under the Agreement or these Terms and Conditions in any other way, Grizzly New Marketing shall be entitled to suspend the (further) execution of the Agreement in part or in full and shall also be entitled to charge and invoice Client for any costs in accordance with its standard rates, without prejudice to Grizzly New Marketing’ right to exercise any other rights (such as the right to claim damages or the right to terminate the Agreement). Grizzly New Marketing shall in no event be liable for any damages caused to Client or any other third party in this regard.
Article 10 Search Engine Positioning
- Grizzly New Marketing will carry out the search engine positioning services to the best of its abilities without guaranteeing specific results. Grizzly New Marketing shall strive for a good qualitative listing and search engine positioning in connection to the search engines listed in the Agreement.
- The results of the search engine positioning services may be affected in case of key words that are difficult to position or that are not being indexed by the relevant search engine(s), or in case of rejection or non-indexation of the URL due to technical reasons.
- Statistical or other data provided by or on behalf of Grizzly New Marketing are only indicative, unless explicitly stated in writing by Grizzly New Marketing otherwise. Client cannot derive any rights from such data.
- All documents, reports and optimized webpages will remain the (intellectual) property of Grizzly New Marketing. On expiry or termination of the Agreement, Grizzly New Marketing may require the Client to remove the documents, reports, optimized webpages and recommendations from its website.
Article 11 Web Browsers
- Grizzly New Marketing makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, etc.). Client agrees that Grizzly New Marketing cannot guarantee correct functionality with all browser software across different operating systems.
- Grizzly New Marketing cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Grizzly New Marketing reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
Article 12 Maintenance and Online Marketing Agreements
- Grizzly New Marketing may offer the Client the option of entering into an online marketing/maintenance agreement. The details of such an agreement shall be specified in a written contract, to be agreed upon by both Parties.
- If there is no written online marketing/maintenance agreement, Grizzly New Marketing will charge consultations in accordance with its regular hourly rates.
- These Terms and Conditions shall apply in full to any online marketing/maintenance agreements.
- The Client can terminate the online marketing/maintenance agreement at any time upon two month’s written notice, unless agreed upon otherwise in writing.
- The Client must report errors or faults in the services provided under an online marketing/maintenance agreement, in writing and in detail, within 48 hours of their discovery. Errors or faults that are not timely reported or can be attributed to the Client will not be remedied as part of the performance under the online marketing /maintenance agreement, but will be charged and invoiced separately.
- The online marketing/maintenance agreement does not apply to failures caused by viruses, power failures and inexpert use by the Client.
- In the event of malfunctions or errors caused by power failures, viruses or errors by the Client, its employees, its agents or contractors, Grizzly New Marketing shall be entitled to terminate the online marketing/maintenance agreement with immediate effect, or to suspend performance until Client has cured the deficiencies, without being obliged to pay any further compensation or damages. Furthermore, any outstanding amounts will become immediately due and payable.
Article 13 Intellectual Property Ownership, Right of Use
- All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights and trade secret rights, software, tools, documentations, etc., in relation to the Services, including modifications thereto, delivered and/or used by Grizzly New Marketing, are owned by Grizzly New Marketing or its licensor(s). No transfer or other grant of rights is given to Client, unless explicitly stated in the Agreement.
- All documents provided by Grizzly New Marketing, such as (digital) reports, monitors, checklists, advice, templates, sales guides, designs, sketches, software, applications, introduction pages, etc., are exclusively intended to be used by the Client within the framework and for the purpose of the Agreement. The Client is not permitted to disclose, publish and/or reproduce information obtained from Grizzly New Marketing in any form whatsoever, including selling, processing, making available, distribution and integration in networks, whether or not after processing, unless such publication and/or publication and/or reproduction is permitted in writing by Grizzly New Marketing and/or such publication and/or reproduction arises from the nature or the purpose of the Agreement.
- All documents supplied by Grizzly New Marketing under the Agreement, such as documents, reports and optimized pages, shall remain the property of Grizzly New Marketing. After expiry or termination of the Agreement, Grizzly New Marketing may request the Client to remove supplied documents, reports, optimized pages and advice from its website and/or to return these to Grizzly New Marketing.
- Grizzly New Marketing reserves the right to use the information and knowledge acquired for the performance of the Services for any and all purposes, provided that no confidential information of the Client will be disclosed.
Article 14 Confidential Information
- “Confidential Information” means (i) the existence and terms of any agreement between the Parties and (ii) any non-public, confidential or proprietary information relating to a disclosing Party, whether or not technical in nature, including any that is designated by the disclosing Party as Confidential Information at the time of its disclosure, either by a written or visual confidentiality designation, or otherwise if such information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving Party; (ii) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure; (iii) is lawfully in the possession of the receiving Party at the time of disclosure by the disclosing Party and not otherwise subject to restriction on disclosure; (iv) is approved for disclosure by prior written authorization of the disclosing Party; or (v) is developed independently and separately by either Party without use of the disclosing Party’s Confidential Information.
- Each Party agrees that it will safeguard the confidentiality of the Confidential Information supplied by the other Party and that it will observe the same due care with respect to such information as it would observe with respect to its own Confidential Information. The other Party shall not sell, copy and/or distribute in any way Confidential Information to third parties, without disclosing Party’s prior written consent, which consent may be granted or withheld in such Party’s sole and absolute discretion.
- Each Party agrees that it will restrict the circle of employees or third parties it retains who have access to the other Party’s Confidential Information as much as possible and provide such access only on a need to know basis and after binding such employees and third parties to the same level of confidentiality as set forth in these Terms and Conditions.
- Immediately following the receipt of a written request to this effect by the disclosing Party the receiving Party will return any and all Confidential Information received from the disclosing Party or destroy such Confidential Information, if the disclosing Party so requests.
Article 15 Duration, Termination and Suspension of Performance
- Any Agreement will be for an indefinite period of time, unless otherwise agreed in writing by both Parties. An Agreement for an indefinite period of time can be terminated by either party upon two (2) months written notice.
- If Parties agree in writing that the Agreement will be for a fixed period of time, the Client cannot terminate the Agreement for convenience. Unless agreed upon in writing otherwise, any Agreement for a fixed period of time will be automatically renewed for an identical period of time, unless a Party has provided a written notice of non-renewal at least two (2) months before the renewal date.
- If Client believes that Grizzly New Marketing has failed to perform under the Agreement, it must notify Grizzly New Marketing in writing, and allow two (2) weeks for Grizzly New Marketing to cure if it has failed to perform.
- Notwithstanding the above and without any obligation to return any service fee or prepaid expenses, Grizzly New Marketing may terminate its relationship with Client, or may terminate or suspend the Services at any time: (i) if Client is in breach of, or if Grizzly New Marketing reasonably expects that Client will not fulfil its obligations of these Terms and Conditions and/or the Agreement; (ii) if Grizzly New Marketing reasonably suspects that Client is using Services to breach the law or in a manner which infringes third party rights; (iii) if Grizzly New Marketing reasonably suspects that Client is using Services fraudulently, or that Services provided to Client are being used by a third party fraudulently; (iv) if Client fails to pay any amounts due to Grizzly New Marketing; (v) if required due to change in laws/regulation by a regulator or authority with a lawful mandate; (vi) the bankruptcy of the Client has been applied for; (vii) an attachment is levied on assets of Client; (viii) Client is liquidated or discontinued; and/or (ix) Client is in violation of any applicable laws or regulations, or if Client is violating any third party agreements or third party polices relevant for the Services, including but not limited search engine contract and policies, such as Google’s.
- Notwithstanding the termination or expiry of any Agreement, the Client shall have a continuing obligation to pay any fees or charges incurred prior to such termination or expiry.
Article 16 Design Credit
A link to Grizzly New Marketing will appear in either a small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. Client also agrees that the website developed for Client may be presented in Grizzly New Marketing’s portfolio.
Article 17 Changes and Additional Work
Client accepts and agrees that any additional work or products requested by it outside of the original scope might increase delivery and lead times, and in the case that Client wishes to make modifications to or have additional work done, Client shall remunerate Grizzly New Marketing for any work performed related to such modification, at such rates as Grizzly New Marketing customarily charges. Grizzly New Marketing is under no obligation to consent to Client’s requests for additional work or modifications.
Article 18 Warranty
- Grizzly New Marketing shall in all cases carry out the Services on the basis of a commercially reasonable efforts obligation. In case an exact/specified result is required, such must be explicitly stated in the applicable Agreement.
- EXCEPT TO THE EXTENT EXPLICITLY SET FORTH HEREIN, To the maximum extent permitted by applicable law, Grizzly New Marketing, its licensors, third party suppliers, and affiliates hereby disclaim all warranties, conditions, claims or representations with respect to the services whether express, implied or statutory or otherwise, including, but not limited to implied warranties or conditions of merchantability, quality, non-infringement, compatibility or of fitness for a particular purpose. Grizzly New Marketing further does not represent or warrant that the services will always be timely, accurate, complete, OR error-free, nor does Grizzly New Marketing warrant any quality of the services. No advice or information, whether oral or written, obtained from Grizzly New Marketing or elsewhere will create any warranty or condition not expressly stated in these terms and conditions.
- Grizzly New Marketing does not guaranty any specific level of accessibility or compliance and assumes no responsibility in the event a claim is made against Client based upon or alleging a lack or failure in accessibility or compliance with applicable accessibility laws, regulations and/or standards with regard to Client’s websites. THE SERVICES DO NOT CERTIFY COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990, SECTION 508 OF THE REHABILITATION ACT OF 1973 OR ANY OTHER APPLICABLE LAW. EXCEPT FOR THE LIMITED WARRANTY IN ARTICLE 18.1, ALL SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS”.
Article 19 Liability and Limitation of Damages
- GRIZZLY NEW MARKETING will not be liable in any way for damages suffered by the Client as a result of:
- errors in advice, materials and/or automated files provided by Grizzly New Marketing;
- the unavailability and/or delay of reports, news sources, deep links or clippings at the time of monitoring;
- reports, news sources, deep links or clippings which are no longer available and/or are not TIMELY available at the time of the monitoring;
- texts, images or other data provided by or on behalf of the Client, or the unlawful use thereof by the client;
- the content of advertisements or publications by other processors/customers, or by authors in the same or another edition or section of the digital publication, which might affect the intended purpose of the Client’s publication;
- the failure of the client to follow Grizzly New Marketing’s advice;
- the fact that (certain) services by Grizzly New Marketing are deemed UNLAWFULL, or the manner in which the services are to be provided are deemed unlawful;
- malfunctions in the electronic network of Grizzly New Marketing or of third parties, such as vendors, network operators or other telecommunications networks;
- Client is solely responsible and liable for all its OWN- AND THIRD-PARTY ACTIVITIES related to the AGREEMENT AND/OR services, even if such activities occur without Client’s permission. Neither Grizzly New Marketing nor its officers or employees or affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss, (and Client hereby waives any and all such claims or causes of action), arising or relating to all such acts and omissions.
- In no event will Grizzly New Marketing, its affiliates or its licensors be liable, however caused and whether arising under contract, warranty, tort (including negligence), product liability or any other form of liability, for any indirect, incidental, special, punitive, or consequential damages, or any loss of income, business, sales, profits (whether actual or anticipated), loss of or corruption to data, or interruption of business.
- Notwithstanding anything else in this agreement to the contrary, Grizzly New Marketing’ aggregate liability for all claims of any kind shall not exceed the amount paid to Grizzly New Marketing during the immediately preceding 12-month period before the alleged damages first occurred.
- The limitations on Grizzly New Marketing’ liability above will apply whether or not Grizzly New Marketing, its employees, licensors or its affiliates have been advised of the possibility of such losses or damages arising.
Article 20 Indemnification
- CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD GRIZZLY NEW MARKETING, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SERVICES BECAUSE OF BREACH OF THESE TERMS AND CONDITIONS OR AN AGREEMENT, BY CLIENT, OR BREACH OF APPLICABLE LAWS, INCLUDING THE AMERICANS WITH DISABILITIES ACT OR OUT OF ANY NEGLIGENT OR UNLAWFUL ACT OR OMISSION OF CLIENT.
- FURTHERMORE, THE CLIENT WILL INDEMNIFY, DEFEND AND HOLD GRIZZLY NEW MARKETING HARMLESS FOR ALL THIRD-PARTY CLAIMS THAT THE TEXTS, IMAGES OR OTHER DATA PROVIDED TO GRIZZLY NEW MARKETING BY OR ON BEHALF OF THE CLIENT, INFRINGES UPON THIRD PARTY RIGHTS.
Article 21 Severability
If any provision of these Terms and Conditions, the Agreement, or any other agreement between the Parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
Article 22 Force Majeure
Grizzly New Marketing will not be liable for any delay in performing or failure to perform any of its obligations under these Terms and Conditions or the Agreement caused by events beyond its reasonable control, including, but not limited to, strikes, disturbances, riots, fire, floods severe weather, governmental action or inaction, acts of war, acts of terrorism or sabotage, and the COVID-19 pandemic, including any governmental instructions, guidelines, regulations and/or orders in connection to COVID-19. Grizzly New Marketing will notify Client promptly in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage. If the force majeure continues for more than one month, both Parties will be entitled to dissolve the Agreement upon written notice, without any liability.
Article 23 Assignment
Client is not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder. Any such attempted assignment, delegation or transfer will be null and void. Grizzly New Marketing is permitted at its sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.
Article 24 Entire Agreement
The Agreement and these Terms and Conditions contain the entire agreement between Grizzly New Marketing and Client regarding Client’s purchase of Services, and supersedes and replaces any previous communications, representations or agreements, or Client’s additional or inconsistent terms, whether oral or written.
Article 25 No Waiver
The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or these Terms and Conditions or by law shall not constitute a waiver of that right, power or remedy. If Grizzly New Marketing waives a breach of any provision of these Terms and Conditions and/or the Agreement, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.
Article 26 No Third-Party Beneficiaries
Any agreement between the Parties is for the sole benefit of the Parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the Parties thereto, any legal or equitable rights thereunder.
Article 27 No Partnership
Nothing contained in any agreement between the Parties shall be read or construed so as to constitute the relationship of principal and agent, joint venture or of partnership between the Parties. Neither of the Parties may pledge or purport to pledge the credit of the other Party or make or purport to make any representations, warranties, or undertakings for the other Party.
Article 28 Governing Law, Dispute Resolution
Unless stated otherwise in writing, any and all agreements between the Parties shall be governed by and construed in accordance with the laws of the State of New York, notwithstanding conflict of law principles, and without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. All disputes and controversies arising out of or relating to these Terms and Conditions, or the relationship of the Parties shall be finally and bindingly resolved under the International Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. Additionally, in case of unpaid invoices, Grizzly New Marketing may bring suit against Client for the collection of such invoices in the applicable state or federal courts of New York County, New York, and/or in the jurisdiction in which the Client holds offices.
ANY CAUSE OF ACTION AGAINST GRIZZLY NEW MARKETING, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.