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1. This ICT SINGAPORE CLIENT CONTRACT (the "Agreement") constitutes a legally binding agreement between International Consulting & Training LLP ("ICT SINGAPORE") and you ("You" or "Your"). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION WITH ICT SINGAPORE, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH ICT SINGAPORE MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE, FOR AS LONG AS YOU USE THE ICT SINGAPORE SERVICES.
Subject to the terms and conditions of this Agreement, ICT SINGAPORE hereby grants to You a non-exclusive, revocable, right and license, without right to sublicense, to use ICT SINGAPORE's proprietary online platform, including without limitation the website located at http://www.ict.edu.sg, any services offered on or through such website, and any servers, computers or networks used to provide such website (the "ICT SINGAPORE Services") for the purposes set forth in this Agreement. In the event You transfer Your account or ownership of any Product, as defined below, You shall ensure that any purchasers or assignees are bound by the terms of this Agreement.
In addition to any other rights or remedies afforded ICT SINGAPORE under or otherwise in connection with this Agreement, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:
o Digital Millennium Copyright Act ("DMCA") and Trademark Policy
o Return and Cancellation Policy
o Privacy Policy
o Security Policy
o Network Abuse Policy
o Legal Notice
o ICT SINGAPORE Powered Subscription Agreement
2. REGISTRATION.
a. You will be required to register for an account in order to use certain ICT SINGAPORE Services. When You provide information during the registration process, You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy.
b. If You register for a ICT SINGAPORE account, You agree to accept responsibility for all activities that occur under Your account or password, if any, and You agree You will not sell, transfer or assign Your subscription or any subscriber rights. You are responsible for maintaining the confidentiality of Your password, if any, and for restricting access to Your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the ICT SINGAPORE Services using Your account information in whole or in part. ICT SINGAPORE reserves the right to terminate Your account or otherwise deny You access in its sole discretion without notice and without liability.
3. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION. You agree and acknowledge that:
a. Subject to the terms and conditions of this Agreement and ICT SINGAPORE's policies and procedures, ICT SINGAPORE shall use commercially reasonable efforts to provide the ICT SINGAPORE Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the ICT SINGAPORE Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that ICT SINGAPORE may undertake from time to time; or (iii) causes beyond the reasonable control of ICT SINGAPORE or that are reasonably unforeseeable by ICT SINGAPORE, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that ICT SINGAPORE is not liable for these periodic interruptions in availability of the ICT SINGAPORE Services and further acknowledge that ICT SINGAPORE does not guarantee access to the ICT SINGAPORE Services on a continuous and uninterrupted basis.
b. ICT SINGAPORE may decline, delist or halt sales or Promotion of any Product from the ICT SINGAPORE Marketplace, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the ICT SINGAPORE Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.
c. ICT SINGAPORE, in its sole discretion, may suspend or terminate Your account(s), or retain any or all funds in Your ICT SINGAPORE account, if ICT SINGAPORE suspects or has reason to believe and/or if a person otherwise claims that You have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to ICT SINGAPORE at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event You breach any term of this Agreement, or Your account becomes dormant as defined in our Accounting Policy and/or has a negative balance, ICT SINGAPORE will have the right to immediately suspend or terminate Your Account and Your rights to access, use and/or otherwise participate in the ICT SINGAPORE Services. Upon such termination, You agree to immediately cease all use of the ICT SINGAPORE Services and ICT SINGAPORE intellectual property licensed in Section 8(b) of this Agreement. Without limiting the foregoing, ICT SINGAPORE shall have the right to immediately terminate Your access and use of the ICT SINGAPORE Services, or any portion thereof, in the event of any conduct which ICT SINGAPORE, in its sole discretion, considers to be unacceptable.
d. Following suspension or termination of an account or retaining of funds pursuant to this Section 3, ICT SINGAPORE will review Your account in a manner determined by ICT SINGAPORE in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that ICT SINGAPORE may retain funds in Your ICT SINGAPORE account as liquidated damages and/or for the benefit of ICT SINGAPORE or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to ICT SINGAPORE.
e. ICT SINGAPORE may temporarily withhold any portion of the funds in Your ICT SINGAPORE account if ICT SINGAPORE, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may have incurred with ICT SINGAPORE or any other Person.
4. EMAIL, TEXT MESSAGES AND TELEMARKETING.
a. You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine, or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
5. ICT SINGAPORE'S IP RIGHTS.
a. Except as set forth in Section 5(b) below, You may not use ICT SINGAPORE's name, trademarks, service marks or any other IP Right of ICT SINGAPORE in any manner whatsoever to suggest association or affiliation with or endorsement by ICT SINGAPORE without the express prior written consent of ICT SINGAPORE, which ICT SINGAPORE may withhold at its sole discretion. Promotional use of images or reproductions of payment checks issued by ICT SINGAPORE without the express, written consent of ICT SINGAPORE is prohibited.
b. Subject to the following terms and conditions, during the term of this Agreement ICT SINGAPORE grants You a limited, revocable license to use ICT SINGAPORE's name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text (iii) as a sub domain or second or third level domain name identifier; (iv) to identify Products or (v) in connection with Promotions.
i. ICT SINGAPORE may revoke the foregoing license and/or provide restrictions upon Your use of ICT SINGAPORE's name, including requiring the use of such disclaimers as ICT SINGAPORE may provide, in connection with Your use of ICT SINGAPORE's name, at anytime and for any reason in ICT SINGAPORE's sole discretion.
ii. Failure to comply with any restrictions imposed by ICT SINGAPORE upon Your use of ICT SINGAPORE's name or failure by You to immediately cease all use of ICT SINGAPORE's name if so instructed by ICT SINGAPORE shall constitute (1) a breach of the limited license set forth in this Section 5(b); and (2) a breach of this Agreement. In such case, ICT SINGAPORE reserves the right to pursue any and all remedies available to it at law or in equity.
iii. You may not use or display ICT SINGAPORE's name in any manner to disparage ICT
SINGAPORE or the ICT SINGAPORE Services.
c. Notwithstanding the limited revocable license set forth in Section 5(b) above, as between the parties, ICT SINGAPORE shall be and remain the sole owner of all right, title and interest in and to the ICT SINGAPORE Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by ICT SINGAPORE, and You hereby assign to ICT SINGAPORE all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by ICT SINGAPORE.
6. CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.
a. In connection with this Agreement, ICT SINGAPORE may disclose to You and/or You may
otherwise receive or have access to sensitive, confidential, and/or proprietary information of ICT SINGAPORE (collectively, "Confidential Information"), including, but not limited to (a) the identities of other Vendors or Affiliates of ICT SINGAPORE (collectively, " ICT SINGAPORE Clients"); (b) physical and data security information; (c) technical data; (d) ICT SINGAPORE Featured Products data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of ICT SINGAPORE. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, ICT SINGAPORE Clients to subscribe to any other services or promote the sale of any products which compete, either directly or indirectly, with ICT SINGAPORE or the ICT SINGAPORE Services, including without limitation the functionality offered by the ICT SINGAPORE Featured Products. You agree and acknowledge that ICT SINGAPORE may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with ICT SINGAPORE.
b. ICT SINGAPORE does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the ICT SINGAPORE Privacy Policy, any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to ICT SINGAPORE, or otherwise in connection with the ICT SINGAPORE Services (collectively, the "Submissions"), shall be deemed to be non confidential and non-proprietary and ICT SINGAPORE shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed by You and a duly authorized officer of ICT SINGAPORE. You hereby grant to ICT SINGAPORE and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. ICT SINGAPORE shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to ICT SINGAPORE with respect to Your Submissions; and (b) Your Submissions and any use thereof by ICT SINGAPORE will not infringe or violate the rights of any Person. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that ICT SINGAPORE is under no obligation to respond to or use any Submission You may provide.
7. REQUIRED PERMITS. It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of Your business.
8. REPRESENTATIONS AND WARRANTIES. You represent, acknowledge and warrant that:
a. You, and/or Your Submissions, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; (iv) violate any laws, FTC rules, regulations, guidelines, or industry standards; or (v) violate ICT SINGAPORE's Privacy Policy.
b. You may not: (i) frame, copy or mirror any content forming part of the ICT SINGAPORE Services; (ii) reverse engineer the ICT SINGAPORE Services or otherwise attempt to derive its source materials; (iii) access the ICT SINGAPORE Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the ICT SINGAPORE Services; (iv) interfere with or disrupt the ICT SINGAPORE Services or any data contained therein; (v) attempt to gain unauthorized access to the ICT SINGAPORE Services, its related systems or networks; or (vi) use the ICT SINGAPORE Services for any unlawful purpose or in violation of the rights of any Person.
9. INDEMNIFICATION. To the fullest extent permitted by Law, You agree that
a. In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever ("Claim") in connection with Your use of the ICT SINGAPORE Services, Your Products, Your Promotions or use of the Vendor Spotlight, You shall defend, indemnify and hold harmless ICT SINGAPORE, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the "ICT SINGAPORE Parties"), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys' fees and costs) ("Losses") incurred by any ICT SINGAPORE Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
b. Upon receiving notice of a Claim for which ICT SINGAPORE is entitled to indemnification by You, ICT SINGAPORE shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by ICT SINGAPORE will require ICT SINGAPORE's prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) ICT SINGAPORE may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at ICT SINGAPORE's own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to ICT SINGAPORE's use of such counsel.
c. In the event that ICT SINGAPORE incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to Your Business or Operations, including copyright infringement complaints, ICT SINGAPORE reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by ICT SINGAPORE up to a maximum of five thousand Chinese Yuan (¥5,000) per event. In the event that ICT SINGAPORE incurs any Losses relating to Your violation of ICT SINGAPORE's Email/Text Message/Telemarketing policy, as set forth in Section 4 above, ICT SINGAPORE reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to You by ICT SINGAPORE up to a maximum of ten thousand Chinese Yuan (¥10,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that ICT SINGAPORE retains all rights to indemnification described herein. You authorize ICT SINGAPORE to make, and release ICT SINGAPORE from any liability in connection with, any such deductions.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY ICT SINGAPORE PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE ICT SINGAPORE SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE ICT SINGAPORE SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ICT SINGAPORE SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE ICT SINGAPORE SERVICES, WHETHER OR NOT ICT SINGAPORE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF ICT SINGAPORE FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY ICT SINGAPORE TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE ICT SINGAPORE SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE ICT SINGAPORE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF ICT SINGAPORE SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
11. NO GUARANTEE OF VALIDITY. ICT SINGAPORE does not endorse, approve, or certify any information provided on or through the ICT SINGAPORE Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information.
Information provided on or through the ICT SINGAPORE k Services may or may not be current as of the date of Your access, and ICT SINGAPORE has no duty to update and maintain such information. Additionally, the information provided on or through the ICT SINGAPORE Services may be changed periodically without prior notice. All content provided on or through the ICT SINGAPORE Services is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.
12. NO PROFESSIONAL ADVICE. ICT SINGAPORE provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the ICT SINGAPORE Services. You understand that ICT SINGAPORE employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the ICT SINGAPORE Services, You are not entering into a relationship with ICT SINGAPORE or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.
13. DISCLAIMER. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE ICT SINGAPORE SERVICES. THE ICT SINGAPORE SERVICES AND ALL RELATED SERVICES ARE OFFERED "AS IS" AND ICT SINGAPORE DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER ICT SINGAPORE NOR ITS RELATED PARTIES AND AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE ICT SINGAPORE SERVICES.
14. GENERAL TERMS AND CONDITIONS.
a. Governing Law; Dispute Resolution, Attorneys' Fees. You agree that Idaho law will govern this Agreement and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Boise, Idaho. You hereby submit to the in personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum. You agree to indemnify ICT SINGAPORE for all of its reasonable attorneys' fees and costs incurred as a result of any action, suit, proceeding or claim brought by You or ICT SINGAPORE in which ICT SINGAPORE is found to be the prevailing party. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
b. English is Governing Language. This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by ICT SINGAPORE are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.
c. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint ventures, employer and employee, fiduciary or similar relationship between the parties. You are prohibited from making any promise, warranty or representation on behalf of ICT SINGAPORE or obligating ICT SINGAPORE in any way. You may not represent to any person that You are the agent of ICT SINGAPORE, or are authorized to act on its behalf.
d. Assignment. ICT SINGAPORE may freely assign or transfer any or all of the rights and obligations described in this Agreement. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of ICT SINGAPORE. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
e. Severability. If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
f. Publicity. You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using ICT SINGAPORE's name or referencing the ICT SINGAPORE Services; or (iii) suggesting or implying any endorsement by ICT SINGAPORE of You and/or any Products without the prior written approval of ICT SINGAPORE, which ICT SINGAPORE may withhold in its sole discretion.
g. Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. ICT SINGAPORE reserves the right to amend this Agreement at any time. When ICT SINGAPORE amends this Agreement, ICT SINGAPORE goes by posting a conspicuous announcement at http://www.ict.edu.sg that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the ICT SINGAPORE Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically http://www.ict.edu.sg to inform Yourself of any such changes.
h. Waiver. The waiver or failure by ICT SINGAPORE to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of ICT SINGAPORE set forth in this Agreement are cumulative and are in addition to any rights or remedies ICT SINGAPORE may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
i. Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to ICT SINGAPORE which would not be adequately compensated by monetary damages and that ICT SINGAPORE may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Idaho or any other court of competent jurisdiction anywhere in the world (at ICT SINGAPORE's sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
j. Force Majeure. You nor ICT SINGAPORE shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
k. Notices. Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from ICT SINGAPORE if sent via email, as date stamped by ICT SINGAPORE 's systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service), return receipt requested, postage prepaid and addressed to the last address provided by a party.
l. Headings/Interpretation. The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
m. Survival. Sections 5, 8, 9, 10, 12, 13, 14, 15, 16, 17 and 18 shall survive termination of this Agreement.
