Version: 1.0
Effective Date: 27th May 2019
Congratulations on choosing to purchase a membership to the MATDAT Directory of Labs, Services & Suppliers! You agree that by purchasing, signing up for, or otherwise using our Membership Services, you are entering into a legally binding agreement. Please read this Membership Agreement carefully as it contains important information regarding your legal rights, remedies and obligations.
TABLE OF CONTENTS
1. AGREEMENT AND SERVICE
1.1 Agreement
1.2 MATDAT Directory Membership Service
2. CHANGES TO THIS AGREEMENT
3. MEMBER WARRANTIES, REPRESENTATIONS, OBLIGATIONS AND RESPONSIBILITIES
3.1 Restrictions
3.2 Administrations of Member’s Account
3.3 Authorized Member Conduct
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Limited License to Use Member Data and Content
4.2 Use of Member Suggestions
4.3 MATDAT User List
4.4 Reservation of Rights
5. FEES AND PAYMENT
6. TERM AND TERMINATION
7. INDEMNIFICATION
7.1 By Member
7.2 By MATDAT
7.3 Infringement Claims
7.4 Process
8. ASSIGNMENT
9. DISCLAIMERS ; NO WARRANTY
10. LIMITATIONS OF LIABILITY
11. JURISDICTION AND GOVERNING LAW
12. MISCELLANEOUS
1. AGREEMENT AND SERVICE
1.1 Agreement
This MATDAT Directory Membership Agreement (the “Membership Agreement” or “MATDAT Directory Membership Agrement”) is between MATDAT LLC, having a place of business at Brdina 16, HR-51000 Rijeka, Republic of Croatia („MATDAT“, „we”, „us“, „our”) and any natural or legal person agreeing to the terms of this Membership Agreement (a “Member”, “you”, “your”).
This Membership Agreement, and Terms of Service, a current copy of which can be found at https://www.matdat.com/TermsOfService.aspx and Privacy Policy, a current copy of which can be found at https://www.matdat.com/PrivacyPolicy.aspx govern access to and usage of MATDAT Directory of Labs, Services & Suppliers service and its associated applications and website (“MATDAT Directory Membership Service” or “Membership Service”). Additional terms may apply to specific features of the Membership Service, and such terms will be presented to you when you engage with such features. To the extent of any conflict between different agreements that you have with MATDAT, this Membership Agreement and any feature-specific terms govern with respect to the access to and use of the Membership Service.
By clicking “Signup”(or similar), attaching this Membership Agreement to a purchase order or similar order form, or by accessing or using the Membership Service as a registered user, you agree to the terms of this Membership Agreement.
If you are entering into this Membership Agreement on behalf of an organization, you hereby represent and warrant that you have the power and authority required to bind such organization to this Membership Agreement and such organization shall be deemed the Member hereunder and your agreement to this Membership Agreement will be treated as their respective agreement. In this event, MATDAT may hold you responsible for violations of this Membership Agreement by that organization or third party, and “Member”, “you” and “your” will also refer and apply to that organization or third party.
1.2 MATDAT Directory Membership Service
The MATDAT Directory Membership Service is created to help increase mutual visibility of academic and industrial laboratories, service providers and equipment/materials suppliers, help them make business connections with individuals, companies and organizations in search of solutions, and otherwise promote their business.
This Membership Service, among other things, enables you to:
i. send, submit or post to the Membership Service, MATDAT, other user(s) or any third party, through the Membership Service or otherwise, postings and content including but not limited to information, data, text, software, photographs, images, graphics, URLs, logos, trademarks or other such materials, material, product or service descriptions, product or service requests, pitches or offers, case studies, client reviews, articles, and pixels that comprise the postings or content therefor (collectively, the „Member Content“);
ii. contact other users, contributors, providers, advertisers as well as companies and other entities that may otherwise be present on the Membership Service, and to inquire with them about pricing and other information regarding materials, products and services listed on the Membership Service or which they otherwise offer, provide or perform (where applicable).
There are a different memberships in MATDAT Directory Membership Service. In general, you can register for (i) a free account (“Basic Membership”) enabling you to create and manage profile with basic information about your organization and appear only in search results in the form of short listing or (ii) a paid account (“Premium Membership”) enabling you to create and manage detailed profile with full information about your organization; showcase your capabilities, services, and products in the form of high-quality one-page-website; get top positioning in search results in the form of rich and detailed listing; get priority treatment in receiving and responding to requests as well as have access to some other features that may be available to you. There are multiple levels within Premium Membership. For purposes of this Membership Agreement and Terms of Service, Basic Memberships and Premium Memberships are each „Memberships“.
Member may specify one or more Authorized Members as administrators (each an „Administrator“) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by Authorized Members in accordance with applicable local laws.
MATDAT will use technical and organizational security measures to protect the integrity of Member Data and to guard against the unauthorized or unlawful access to, use of or processing of such Member Data. For purposes of this Membership Agreement, “Member Data” shall mean the account data and contact information and account-related data and files submitted to the Membership Service by Member and its Authorized Members. MATDAT will take steps to protect the Membership Service from any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Membership Service. If Member has engaged a third-party purchasing agent to procure or purchase plans on its behalf, such purchasing agent is not the Member, and Member agrees that Member is still solely responsible for compliance with this Membership Agreement.
2. CHANGES TO THIS AGREEMENT
MATDAT may revise this Membership Agreement from time to time by providing notice to Member (for example, by posting the modified version on its website or Services; by a posting notice displayed in the Membership Services; by email or other contact method) provided, however, that no such modification shall include a reduction in Member’s rights or MATDAT’s obligations unless affirmatively agreed to by Member in advance. If, in MATDAT’s sole and reasonable discretion, the modifications being proposed are material, MATDAT will notify Member of such proposed modifications via email to the email address associated with Member’s account.
Both parties agree that changes cannot be retroactive. If Member does not agree to modifications, Member must stop using the Membership Services. By continuing to access or use the Membership Service after the posted effective date of modifications to this Membership Agreement, Member agrees to be bound by such modifications.
3. MEMBER WARRANTIES, REPRESENTATIONS, OBLIGATIONS AND RESPONSIBILITIES
3.1 Restrictions
You are responsible for any activity conducted through your account, including any purchases made or charges incurred. You acknowledge and represent that you are solely responsible for any and all Member Content sent, submitted or posted by you or on your behalf to the Membership Service, MATDAT, other user(s) or any third party through the Membership Service or otherwise as well as for all content and property to which Member Content may direct viewers, as well as redirects. You acknowledge and agree that you have all required rights to submit such Member Content without violation of any third party rights. In no case is MATDAT responsible for all and any Member Content uploaded, posted, transmited or listed or otherwise made available on or via Membership Service by you or any third party. MATDAT will not be liable for any errors or omissions in any such Member Content, or for any loss or damage of any kind incurred as a result of the use of any such Member Content posted, listed, emailed, transmitted or otherwise made available on or through the Membership Service.
MATDAT may, in its sole discretion, modify, or terminate any part or all of the Membership Services or suspend your ability to use the Membership Services. MATDAT may reject or remove any Member Content at any time for any reason, regardless of whether or not such Member Content was previously accepted or served.
Without limiting the prohibitions in the Terms of Service or any other applicable agreement, you agree that you will not, and you will not enable or authorize any third party to:
i. rent, sell, resell or lease the Membership Service to any third party;
ii. use the Membership Service for any purpose where either the use or the failure of the Membership Service might lead to personal injury, death or physical damage;
iii. disassemble, decompile or reverse engineer the Membership Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law
iv. create Member Content that intentionally misrepresents products, services, the work or expertise that you require or that you have carried out;
v. engage in illegal or fraudulent conduct;
vi. except as expressly authorized by MATDAT in writing, use any automated means or form of scraping or data extraction to access, modify, download, query or otherwise collect information from Membership Service.
vii. except as expressly authorized by MATDAT in writing, copy, modify or create derivative works of the Membership Services or any related technology.
viii. create Member Content that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the Membership Services or any device or system or breach or circumvent any security measure of MATDAT or a third party.
You acknowledge, agree, and understand that MATDAT is not a party to the relationship or any dealings between you or any other Member or any other third party. Without limitation, you are solely responsible for: (i) ensuring the accuracy and legality of any content on Membership Services, (ii) verifying any information about another Member(s) including determining their suitability for any contract or business relationship (such as any interviews, vetting, background checks, or similar actions) and for assessing whether to enter into a contract with another Member, (iii) negotiating, agreeing to, and executing any terms or conditions of such relationship, (iv) providing products or services, or (v) paying for any business or organization that you contract as a result of contact or searches on Membership Services.
MATDAT makes no representations about and does not guarantee, and you agree not to hold MATDAT responsible for, the quality, safety, or legality of any Member; the qualifications, background, or identities of Member; the ability of Members to deliver or pay for services; content, statements or posts made by Members; or the ability or willingness of a Member to actually complete a transaction.
MATDAT makes no representations about and does not guarantee the truth or accuracy of any Member’s content, service requests or use of Services or Membership Services; does not verify any feedback or information provided by Members; and does not vet or otherwise perform background checks on Members. You acknowledge, agree, and understand that MATDAT does not, in any way, supervise, direct, control, or evaluate Members or their work and is not responsible for any project, terms or work done by any Member.
You acknowledge, agree, and understand that: (i) you are not an employee of MATDAT, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) MATDAT will not have any liability or obligations for any acts or omissions by you or other Members; (iii) MATDAT does not, in any way, supervise, direct, or control any Member; does not impose quality standards or a deadlines for completion of any product, service or business; and does not dictate the performance, methods or processes Members use to perform services.
Nothing in this Membership Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Member from engaging in any other business activities or providing any services through any other channels they choose. Members are free at all times to engage in such other business activities and services and are encouraged to do so.
3.2 Administration of Member’s Account
Member is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Membership Service complies with this Membership Agreement. MATDAT shall not be held liable for any actions on the part of Member’s Administrator(s).
3.3 Authorized Member Conduct
Member is responsible for use of the Membership Service by its Authorized Members and for their compliance with MATDAT’s Terms of Service and this Membership Agreement. Member is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Member Administrator to access, monitor, use, and disclose the content posted by the Authorized Members on the Membership Service; and (ii) to allow MATDAT to provide the Member Administrator with access to such Authorized Member content. The Membership Service is not authorized for use by persons under the age of 18 and Member will ensure that it does not allow any person under 18 to use the Membership Service. Member will promptly notify MATDAT if it becomes aware of any unauthorized access to Member’s account or the Membership Service.
MATDAT may or may request Member to suspend the account of any Authorized Member who: (i) violates the Terms of Service; or (ii) is using the Membership Service in a manner that MATDAT reasonably believes may cause a security risk, a disruption to others’ use of the Membership Service, or liability for MATDAT. If Member fails to promptly suspend or terminate such Authorized Member’s account, MATDAT reserves the right to do so.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Limited License to Use Member Data and Content
Member hereby grants to MATDAT a limited, nonexclusive and nontransferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display the Member Data for the limited purpose of (i) providing the Membership Service and associated support to Member; (ii) displaying the Member Content and Member Data to the Authorized Members; and (iii) analyzing and improving the Service and Membership Service.
Member hereby grants to MATDAT a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable and transferable license to use, copy, modify, distribute and publish Member Content in connection with the performance of the Membership Service (including for marketing and promotional purposes).
Member represents and warrants that he owns or has all necessary rights (including intellectual property rights) to Member Data and Member Content (including rights to grant the licenses above).
4.2 Use of Member Suggestions
MATDAT may incorporate into the Membership Service any suggestions or feedback received from Member without any obligation to Member and any such modifications to the Membership Service shall be the sole and exclusive property of MATDAT. MATDAT may also share and publish aggregate, anonymized data about the use of our Membership Service by our members.
4.3 MATDAT User List
MATDAT may include Member’s name in a list of MATDAT’s User online and in print and electronic marketing materials.
4.4 Reservation of Rights
Except as expressly set forth herein, this Membership Agreement does not (i) grant MATDAT any rights or interest in or to any Member Intellectual Property; or (ii) grant Member any rights or interest in or to the Service, Membership Service or any MATDAT Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under including but not limited to any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
5. FEES AND PAYMENT
By registering with the Membership Service for Premium Membership and providing payment account information, Member agrees to these payment terms and conditions.
Member will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Member authorizes MATDAT to charge such fees using Member’s selected payment method. Member is responsible for all applicable taxes and taxes will be charged when required by law. Member information will be disclosed to our third party payment processor, FastSpring, to process payments.
By default, Premium Memberships are set to auto-renew and require recurring payments. Member will be automatically charged for such renewal on or after the renewal date associated with Member’s account unless Member has terminated the Membership Service, MATDAT terminates the Membership Service or Member cancells the Premium Membership.
Fees are non-refundable and refunds are not granted for previously executed payments of the Memberships Service fees after initial refund period has passed. For details, check our Refund Policy.
In order to avoid getting charged for the next billing period, Member must cancel the Premium Membership prior to its renewal date. After cancellation of the Premium Membership, Member may continue using the Premium Membership until the end of the current period but will not be issued a refund for the most recently (or any previously) charged fees. Upon expiration of your cancelled Premium Membership, you return to a free, Basic Membership. You may retain your profile and certain other data, however, you will lose access to premium features until you register for Premium Membership again. It may be possible in some instances to adjust your Premium Membership level. You can cancel Premium Membership or adjust Premium Membership level at any time by contacting MATDAT.
MATDAT may revise fee rates and/or the billable amount structure for the Membership Service from time to time and will provide Member with email notice of any changes in fees at least thirty (30) days prior. Member is responsible for providing complete and accurate billing information to MATDAT. MATDAT may suspend or terminate Member’s use of the Membership Service if fees become past due.
If Member requires the use of a purchase order or purchase order number, Member (i) must provide the purchase order number at the time of purchase; and (ii) agrees that, except for any amendments to this Membership Agreement that are clearly marked as such on the face of the Purchase Order and confirmed in writing by MATDAT, any terms and conditions on a Member purchase order that conflict with this Membership Agreement will not apply and are null and void.
6. TERM AND TERMINATION
This Membership Agreement will remain in effect until Member terminates its Membership or until this Membership Agreement is otherwise terminated as provided for herein. Member may terminate this Membership Agreement at any time by contacting MATDAT. In addition, either party may terminate this Membership Agreement if: (i) the other party is in material breach; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
In the event that this Membership Agreement is terminated, (i) the rights granted to Member pursuant to this Membership Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Member will cease to be provided.
The following sections or subsections will survive expiration or termination of this Membership Agreement: section “Intellectual Property Rights”; section “Term and Termination”; section “Indemnification”; section “Limitations of Liability”; section “Jurisdiction and Governing Law”; and section “Miscellaneous”.
7. INDEMNIFICATION
7.1 By Member
Member hereby agrees to indemnify, defend and hold harmless MATDAT Parties and MATDAT Affiliates (both as defined in Terms of Service) from and against any and all liabilities, damages, obligations, losses, costs and expenses including but not limited to reasonable attorney’s fees (together, the “Losses”) arising from or as a result of any claim or proceeding by a third party against MATDAT Parties or MATDAT Affiliates regarding: (i) access to or use of the Membership Service by Member or its Authorized Members in violation of this Membership Agreement or our Terms of Service; (ii) Member Content, Member Data or any data transmitted or received through, or posted or stored in, Member's account; (iii) violation of any party’s intellectual property rights; or (iv) any business created through the use of the Membership Services.
7.2 By MATDAT
MATDAT hereby agrees to indemnify, defend and hold harmless Member from and against any and all Losses arising from or as a result of any claim by a third party against Member to the extent based on an allegation that the Membership Service infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will MATDAT have any obligations or liability under this section arising from: (i) use of the Membership Service in a modified form or in combination with materials not furnished by MATDAT; (ii) any content, information, data or Member Content provided by Member, Authorized Members, or other third parties; or (iii) any business created through the use of the Membership Services.
7.3 Infringement Claims
If the Membership Service becomes, or in MATDAT’s reasonable judgment is likely to become, the subject of a claim of infringement, then MATDAT may: (i) obtain the right, at MATDAT’s expense, for Member to continue using the Membership Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Membership Service so that it is no longer infringing. If MATDAT, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then MATDAT may suspend or terminate Member’s use of the Membership Service and provide Member with a pro rata refund of prepaid fees. THIS INDEMNITY IS MEMBER’S ONLY REMEDY UNDER THIS MEMBERSHIP AGREEMENT FOR ANY VIOLATION BY MATDAT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7.4 Process
The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.
8. ASSIGNMENT
This Membership Agreement, and any rights or licenses granted hereunder, may not be assigned or delegated by you without MATDAT’s express written consent. This Membership Agreement, and any rights or licenses granted hereunder, may be assigned or delegated by MATDAT without restriction and without your consent.
9. DISCLAIMERS ; NO WARRANTY
THE MEMBERSHIP SERVICE AND ALL MEMBER CONTENT OR ANY OTHER CONTENT CONTAINED THEREIN ARE PROVIDED TO YOU „AS IS“ AND „WITH ALL FAULTS“. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO DISCLAIMING ALL IMPLIED WARRANTIES AND OTHER WARRANTIES AS PROVIDED IN THE TERMS OF SERVICE, MATDAT PARTIES AND MATDAT AFFILIATES DISCLAIM ALL WARRANTIES REGARDING THE MEMBERSHIP SERVICE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY: (I) OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE; (II) ABOUT THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF ANY MEMBER CONTENT OR OTHER CONTENT ON THE MATDAT WEBSITE, SERVICES AND MEMBERSHIP SERVICES (INCLUDING BUT NOT LIMITED TO PROFILES, CASE STUDIES, CLIENT REFERENCES, AND OTHER CONTENT); (III) CONCERNING THE RESULTS OF YOUR MEMBER CONTENT AND OTHER USES OF THE MEMBERSHIP SERVICE; (IV) THAT THE MEMBERSHIP SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (V) THAT THE MEMBERSHIP WILL GENERATE BUSINESS OR CONNECTIONS FOR YOU; OR (VI) THAT ANY CONNECTIONS OR RELATIONSHIPS DEVELOPED AS A RESULT OF YOUR USE OF MATDAT SERVICES OR MEMBERSHIP SERVICE WILL GENERATE BUSINESS, BE PROFITABLE OR SUCCESSFUL.
10. LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MATDAT PARTIES OR MATDAT AFFILIATES BE LIABLE TO YOU OR ANY OTHER ENTITY UNDER THIS MEMBERSHIP AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL MATDAT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE MEMBERSHIP SERVICE OR MEMBER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A MATDAT PARTY OR AFFIELIATE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE ENTIRE RISK FOR THE PERFORMANCE, NON-PERFORMANCE OR RESULTS OBTAINED FROM USE OF MEMBERSHIP SERVICE RESTS WITH MEMBER AND NOT MATDAT. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL MATDAT PARTIES OR MATDAT AFFILIATES BE LIABLE TO MEMBER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY MEMBER TO MATDAT HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. IN CASE OF MEMBERS WHO HAVE PAID NO SUCH FEES, IF THE LAW OF THE RELEVANT JURISDICTION BARS ZERO DAMAGES, THE MAXIMUM LIABILITY OF THE MATDAT PARTIES SHALL BE 10 EUR.
11. JURISDICTION AND GOVERNING LAW
This Membership Agreement and your use of the Membership Services shall be governed by and construed in accordance with the laws of the Republic of Croatia. You agree that any action at law or in equity arising out of or relating to these Membership Agreement shall be filed only in corresponding courts located in City of Rijeka, Republic of Croatia and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Membership Agreement.
The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating any suit, action or proceeding. Accordingly, before initiating any suit, action or proceeding, Member agrees to contact MATDAT to attempt to resolve the dispute in good faith.
12. MISCELLANEOUS
No Waiver. No waiver of any provision of this Membership Agreement will be binding unless in writing. No waiver of any provision of this Membership Agreement will be deemed a further or continuing waiver of such provision or any other provision, and the failure of MATDAT to exercise or enforce any right or remedy in this Membership Agreement does not waive that right or remedy.
Force Majeure. Except for payment obligations, neither MATDAT nor Member will be liable for any nonperformance or delay in performance caused by any act beyond its reasonable control, including without limitation acts or omissions of third parties, unavailability of supplies, equipment failure, war, strikes, lock-outs, fire, flood or any other Act of God, any law, regulation, ordinance or other act or order of any court, government or governmental agency, or delays, unavailability, errors or other failures of the Internet or other data networks.
Third-Party Beneficiaries. You agree that, except as otherwise expressly provided herein, there shall be no third-party beneficiaries to these Terms.
Relationship of the Parties.
The parties are and shall be independent contractors with respect to all services provided under this Membership Agreement. No agency, partnership, joint venture or employee-employer relationship is intended or created by this Membership Agreement.
Entire Agreement and Severability. This Membership Agreement, together with any Member purchase order or order form associated herewith (as limited by Section „Term and Termination“), constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof.
If any provision of this Membership Agreement shall be deemed unlawful, void or for any reason unenforceable, then such: (i) provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (ii) provision will be void to the extent it is held to be invalid or unenforceable; (iii) provision will remain in effect to the extent that it is not invalid or unenforceable; and (iv) invalidity or unenforceability will not affect any other provision of this Membership Agreement.
Headings and Captions. The headings and captions in this Membership Agreement are for convenience only and have no legal or contractual effect and shall in no way affect the interpretation of the terms.
Language. This Membership Agreement is only available and binding in its English-language version.
Notices and Communication. You agree to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with the Membership Service (“Communications”). We may provide Communications in a variety of ways, including by e-mail, text, or by posting them on the MATDAT website or through the Membership Service and it will be effective on dispatch. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you provide Communications to us, it will be effective when received and confirmed as such and you must use the following physical address: MATDAT LLC, Brdina 16, 51000 Rijeka, Republic of Croatia; or email address: support@matdat.com.