EXHIBIT C
Terms & Conditions
SECTION 1: DEFINITIONS/GENERAL INTRO
1.1 “Bridgepointe” means Bridgepointe Technologies.
1.2 “Service” means any service and/or hosted software application provided by Bridgepointe via the Website, including but not limited to, the Bridgepointe API, the Bridgepointe VPN, cellular connectivity provided by the Bridgepointe OneChip eSIM, and any other software services offered by Bridgepointe.
1.3 “Customer” means Customer or the legal entity Customer named as a user when Customer registered on the Website and/or purchased Products.
1.4 “End User” means Customer’s customers.
1.5 “Products” means the physical/tangible products produced and sold by Bridgepointe including, for example, the [StreamLine Connect], all electronics, accessories, and any kits.
1.6 “Website” means any web domain owned, operated, branded or co-branded by Bridgepointe.
1.7 “Bridgepointe API” means any application programming interface (API) owned and operated by Bridgepointe, including the REST (Representational State Transfer) API (for communicating with servers, software developers, web applications, and mobile applications).
1.8 “Order” means a written order for Products and/or Services, mutually agreed upon by Bridgepointe and Customer.
SECTION 2: UPDATES AND SUPPLEMENTAL TERMS
2.1 Customer use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be posted on Bridgepointe‘s Website or will be presented to Customer for Customer acceptance when Customer signs up to use the supplemental Service. If these Terms and Conditions are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms and Conditions and any applicable Supplemental Terms are referred to herein as the “Terms.”
2.2 These Terms and Conditions include our Privacy Policy, which is posted on our Website and which also applies to Customer’s use of the Services.
2.3 Our Privacy Policy and Acceptable Use Policy are subject to change by Bridgepointe in its sole discretion any time. When changes are made, Bridgepointe will publish the updated terms on the Bridgepointe Website. Any new Supplemental Terms will be made available from within, or through, the affected Service on the website. We will also change the “Last Updated” date at the top of the applicable terms. Bridgepointe may require Customer to provide consent to the updated terms in a specified manner before further use of the Website and/or Service is permitted. If Customer does not agree to any change(s) after receiving a notice of such change(s), Customer shall stop using the Website and/or Service. Otherwise Customer’s continued use of the Website and/or Service constitutes Customer acceptance of such changes.
SECTION 3. ACCOUNT CREATION AND USE
3.1 In order to access certain Services, Customer must create an account with Bridgepointe with a valid email address and password (an “Account”).
3.1.1 By creating and using an Account, Customer is confirming that any and all information Customer provides is accurate and complete. Customer is also certifying that Customer is (1) over the age of 13, and (2) allowed to legally use these services in the United States and other countries and are not barred from doing so by any legal entities.
3.1.2 Only one Account may be created per unique email address.
3.1.3 Customer is responsible for the confidentiality of Customer login information and is fully responsible for the activities of Customer Account, as well as all activities, communications or behaviors that occur under Customer Account and with End Users or with any Products and Services connected to Customer Account.
3.1.4 Customer agrees to notify Bridgepointe immediately if Customer has reason to believe Customer Account has been compromised or Customer suspects unauthorized use of Customer Account. Bridgepointe will not be liable for any loss or damage arising from Customer failure to comply with the above requirements.
3.2 Bridgepointe reserves the right to revoke Customer access to Customer Account, and/or suspend the Services if it believes Customer or End Users are engaged in (1) activities that violate these Terms, or any (2) unauthorized or illegal activities.
3.3 After Account has been initially set-up, these Terms will be binding on any End Users of Product or Services. Customer, the Account creator, will continue to be responsible for all Connected Products, including any access to or use of Connected Products by any End Users of Customer Account. All End Users of Customer Account are subject to and bound by these Terms.
3.4 Customer is solely responsible for informing all End Users and any person and/or entity to whom Customer provide access to Connected Products of their responsibilities and obligations hereunder. Customer agrees to indemnify, defend and hold harmless Bridgepointe and its affiliates, and their respective officers, directors, members, managers, employees, contractors, agents, successors and assigns (collectively,“ Bridgepointe Parties”) from and against any damages, liabilities, losses, judgments, settlements, penalties, costs and expenses (including reasonable attorneys’ fees) (“Losses”) that are incurred by the Bridgepointe Parties in connection with or related to breach of this Section.
3.5 Customer is solely responsible for Customer Connected Products and related issues. Customer acknowledges and agrees that Customer must obtain PCS Type Certification Review Board (“PTCRB”) certification for all Connected Products prior to using our Services. In the event Customer Connected Products are not PTCRB certified, Bridgepointe reserves the right to suspend our Services to, and ban from our networks, such Connected Products.
SECTION 4: USE OF BRIDGEPOINTE PRODUCTS AND SERVICES
4.1 Terms of any Mutual Non-Disclosure Agreement govern these Terms and Customer’s use of the Service.
4.2 Customer agrees to abide by all applicable laws and regulations of local, state, and the United States in connection with End User’s and Customer’s access to and use of the Products and Services, along with those of any international jurisdiction in which End Users or Customers access or use the Products and Services.
4.3 Customer further agrees to not use any Products or Services to: (a) interfere with or disrupt the services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Products or Services; (b) engage in or assist with, or enable others to engage in, illegal or fraudulent activities; (c) access or attempt to access the accounts, materials, information, computer systems, networks or devices owned or created by Bridgepointe or otherwise, through password mining or any other means; (d) violate, tamper with, or circumvent the encryption codes or technological protection measures of the Services; (e) solicit personal information from anyone under the age of 18; (f) provide real time remote monitoring for life-sustaining medical care for any individual (e.g. heart rhythm monitoring); Customer may provide general connectivity to hospitals and other health care providers so long as the Service is not used as primary connectivity for real time use in which critical human health conditions are monitored; (g) use the Service to convey obscene or unlawful information and content; or (h) monitor third parties without their permission.
4.4 Customer acknowledges and agrees that Customer is solely responsible for compliance with all legal, regulatory and safety-related requirements related to Customer products and projects, and any use of the Products or Services. Customer has established, implemented, and will maintain programs to address privacy risks related its End User’s use of the Service, protect the privacy and confidentiality of End User’s and Bridgepointe’s confidential information, and address security risks. By creating products and projects using Bridgepointe Products and Services, Customer represents and agrees that Customer has all the necessary expertise to: (1) create and implement safeguards which anticipate dangerous consequences of failures; (2) monitor failures and their consequences; (3) lessen the likelihood of failures that might cause harm; and(4) take appropriate remedial actions.
4.5 The Services may enable Customer to access and use Bridgepointe APIs, including the REST API (Application Program Interface), in order to control, access or provision access to Customer Account and Connected Products. Customer may only use the Bridgepointe APIs for sole purpose of accessing and using the Services for Customer internal business purposes. Abuse or excessively frequent requests to any Bridgepointe API may result in the temporary or permanent suspension of Customer Account’s access to the API and other Services. Bridgepointe, at its sole discretion, will determine abuse or excessive usage. Bridgepointe reserves the right at any time to modify or discontinue, temporarily or permanently, Customer access to the API (or any part of Services thereof) with or without notice.
4.6 Customer shall not: (a) modify, translate, adapt, merger, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Website, Products, Bridgepointe APIs or Services; (b)access the Website or Services in order to build a similar or competitive website, application or service; (c) disrupt, overburden, or aid or assist in the disruption or overburdening of (i) any computer or server used to offer or support the Services, or (ii) the enjoyment of the Services by any other person; (d) institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Website or Services, or other attempts to disrupt the Website or Services or any other person’s use or enjoyment of the Website or Services; (e) attempt to gain unauthorized access to the Website or Services, accounts registered to others, or to the computers, servers or networks connected to the Website or Services by any means other than the user interface provided by Bridgepointe, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Website or Services; (f) attempt to probe, scan or test the vulnerability of the Website or Services or network, or breach any security or authentication measures; or (g) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Bridgepointe or any of Bridgepointe’s providers or any other third party to protect the Website and/or Services.
4.7 Customer acknowledge and agree that: (a) Customer will comply with all applicable laws, rules and regulations in relation to Customer use of the Website, Products, APIs and Services; (b) Customer access to and use of any Products or Services, or any portion thereof, may be withdrawn or suspended in order to comply with applicable laws, rules and regulations; (c) Customer will not use the Products or Services to send any communications that are offensive, abusive, menacing, obscene, annoying, incite hatred, panic or anxiety or which are otherwise unlawful; or (d) access, transmit, publish, display, advertise or make available material that infringes copyright or any other intellectual property right held in any country, is obscene or pornographic, contains threats of any kind, is defamatory in any way or breaches confidence, which is illegal or infringes any third party’s rights of any kind.
4.8 The Website, Products, APIs and Services are the sole and exclusive property of Bridgepointe and its suppliers. Except as expressly set forth herein, no other rights are granted to Customer.
4.9 Customer hereby grants to Bridgepointe a non-exclusive, transferable, sublicensable (through multiple tiers), irrevocable, royalty-free and fully paid-up right and license to access and use any data, information, files or other content (“Customer Data”) that Customer, or any End Users of Connected Products upload, transfer, provide, transmit, or otherwise make available to Bridgepointe via the Services, for the purpose of providing the Services. Bridgepointe acknowledges and agrees that, as between Customer and Bridgepointe, Customer is the sole and exclusive owner of Customer Data. For the avoidance of doubt, Bridgepointe does not collect, intercept or interpret Customer application data. Customer represents and warrants that Customer has provided all notices and obtained all rights and consents necessary to grant Bridgepointe the foregoing license.
4.10 We will only use Customer Data and End User data as set out in our Privacy Policy.
SECTION 5: PURCHASES AND PAYMENT TERMS
5.1 Customer agrees to pay all fees or charges to Customer Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, or as specifically set forth in Customer’s Pricing or any applicable Order. Any disputes relating to payment must be made within 30 days from the time Bridgepointe billed or invoiced Customer. Customer must provide Bridgepointe with a valid credit card (Visa, MasterCard, Stipe, or any other issuer accepted by Bridgepointe,)(“Payment Provider”), or purchase order information as a condition to signing up for the Services. Customer Payment Provider agreement governs Customer use of the designated credit card, and Customer must refer to that agreement and not the Terms to determine Customer rights and liabilities. By providing Bridgepointe with Customer credit card number and/or other payment information, Customer agrees that Bridgepointe is authorized to immediately invoice Customer Account for all fees and charges due and payable to Bridgepointe hereunder and that no additional notice is required. Customer agrees to immediately notify Bridgepointe of any change in Customer billing address, payment info, or the credit card used for payment hereunder. Other than what is explicitly stated in Customer’s Pricing, Bridgepointe reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by email delivery to Customer.
5.2 Customer will be responsible for all charges and any taxes associated with the use of any Bridgepointe services, including cellular connectivity, on a rating plan selected by the Customer from the Website (or if Customer does not select a rating plan the default rating plan and connectivity configuration assigned by Bridgepointe,), or applied to the Customer’s and End User’s devices or account by Bridgepointe based on the Customer’s request or other requirement.
5.3 Customer agrees that any redundant, fallback, bootstrap, supplementary or otherwise non-primary connectivity provided to the Customer from Bridgepointe is provided as a courtesy and is at Bridgepointe’s sole discretion to enable or disable. Customer also agrees that should this redundant, fallback, bootstrap, or supplementary usage exceed more than 5% of total monthly usage on a per-device basis, that they may be responsible for additional data usage costs at Bridgepointe’s sole discretion according to the latest fallback connectivity pricing sheet maintained by Bridgepointe.
5.4 Customer will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time Customer creates a Customer Account and select Customer monthly or annual package, as applicable, or as otherwise set forth in any applicable Order (each, a “Service Commencement Date”). Except as set forth in the Terms or any applicable Order, all fees for the Services are non-refundable. No contract will exist between Customer and Bridgepointe for the Services until Bridgepointe accepts Customer order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
5.5 Customer subscription will continue indefinitely until terminated in accordance with the Terms, or as set forth in any applicable Order. Unless otherwise set forth in an applicable Order, after Customer initial Term or subscription period, and again after any subsequent subscription period, Customer subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Bridgepointe’s then-current price for such subscription. Unless otherwise set forth in an applicable Order, Customer agrees that Customer Account will be subject to this automatic renewal feature unless Customer cancel Customer subscription at least (a) thirty (30)days prior to the Renewal Commencement Date (or in the event that Customer receive a notice from Bridgepointe that Customer subscription will be automatically renewed, Customer will have thirty days from the date of the Bridgepointe notice).If Customer does not wish Customer Account to renew automatically, or if Customer wants to change or terminate Customer subscription, please contact Bridgepointe at SIMSupport@bpt3.net. If Customer cancels Customer subscription, Customer may use Customer subscription until the end of Customer then-current subscription term; Customer subscription will not be renewed after Customer then-current term expires. However, Customer will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, Customer authorizes Bridgepointe to charge Customer Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of Customer subscription, if Bridgepointe does not receive payment from Customer Payment Provider, (i) Customer agrees to pay all amounts due on Customer Account upon demand, and/or (ii)Customer agrees that Bridgepointe may either terminate or suspend Customer subscription and continue to attempt to charge Customer Payment Provider until payment is received (upon receipt of payment, Customer Account will be activated and for purposes of automatic renewal, Customer new subscription commitment period will begin as of the day payment was received).
5.6 Bridgepointe reserves the right to charge Customer any overage fees accrued or incurred in accordance with Customer Order. Customer acknowledges and agree that overage fees may not be invoiced in the month used and that any failure by Bridgepointe to bill or invoice for overage and related charges on a timely basis will not be a basis for Customer to dispute payment of such charges. As of the Effective Date, Customer’s pricing in Exhibit A does not include any rate plans that include overage.
5.7 Bridgepointe reserves the right to change carriers, network access and coverage plans at any time. Other than the committed carrier or data rate configuration that are expressly stated in the Pricing Terms below, in the event any carrier, network access and/or coverage plans rates are increased by the applicable carrier or service provider, Bridgepointe reserves the right to increase its fees upon 30 days’ notice to Customer.
5.8 If Customer has agreed to terms including committed volume pricing, then Customer is liable for MRC charges according to the device volume and date committed in the “Additional Terms” section of this agreement and will promptly pay for any MRC shortfall following the end of the commitment period.
SECTION 6: WARRANTY; WARRANTY DISCLAIMER
6.1 Except as set forth below in Section 6.4 Bridgepointe does not warrant that (i) Services and Products will meet Customer specific requirements, (ii) Services and Products will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Services and Products will be accurate or reliable, (iv) the quality of any Services, Products, information, or other material purchased or obtained by Customer through Bridgepointe will meet Customer expectations, and (v)any errors in the Service or Products will be corrected.
6.2 Services may be subject to sporadic interruptions and failures for a variety of reasons beyond Bridgepointe’s control, including, but not limited to, cellular intermittency, service provider uptime, mobile notifications and carriers, among others. Customer acknowledges these limitations and agrees that Bridgepointe is not responsible for any damages allegedly caused by the failure or delay of the Services.
6.3 Customer acknowledges that Bridgepointe uses third party service providers to enable aspects of the Services and Products – such as, for example, but not limited to, data storage, synchronization, and communication through third-party servers, and mobile device notifications through mobile operating system vendors and mobile carriers, and that Bridgepointe does not control and is not responsible for the acts or omissions of such third-party service providers.
6.4 Continuity Assurance: In The event that Bridgepointe ceases to operate its business, or files or has filed against it a petition under bankruptcy or insolvency law which remains undismissed after sixty (60) days, Bridgepointe warrants that it will undertake commercially reasonable efforts to ensure cellular connectivity provided by the [StreamLine Connect] will remain active. Bridgepointe will undertake commercially reasonable efforts to ensure that pricing and service contracts will be honored by Bridgepointe’s cellular carrier partners under the same pricing and terms as conveyed by Bridgepointe. Bridgepointe will take commercially reasonable efforts to transfer the full title of their licenses and agreements to Customer in so far as they pertain to cellular connectivity provided by the [StreamLine Connect].
SECTION 7: LIMITATION OF LIABILITY
7.1 Customer expressly understands and agrees that neither Bridgepointe nor its suppliers will be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Bridgepointe has been advised of the possibility of such damages). Neither Bridgepointe nor its suppliers will be liable for any damages resulting from: (i) the cost of procurement for substitute products or services; (ii) the interruption of use or loss or corruption of data; (iii) actions or choices by any third parties using Services or Products; (iv) the interruption of access to or inability to access Services; (v) Access, authorized or unauthorized, to Customer or End User data, or Customer or End User devices (Bridgepointe Products or otherwise)making use of Services; (vi) Customer or End User use of the Services(including the APIs or Third-Party Products that access data via the APIs) or Products. In no event shall Bridgepointe or its suppliers’ aggregate liability to Customer exceed an amount equal to the amounts paid by Customer during the six (6) month period immediately preceding the event(s) giving rise to liability hereunder. Customer will obtain and maintain commercial general liability insurance covering all operations relating to Bridgepointe with commercially reasonable coverage scopes and coverage amounts.
7.2 Force Majeure: Bridgepointe will not be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which Bridgepointe has no reasonable control.
SECTION 8: INDEMNIFICATION
8.1 Customer agrees to indemnify, defend and hold the Bridgepointe Parties harmless from and against any and all Losses incurred by the Bridgepointe Parties in connection with any action, claim or suit arising out of or relating to Customer or End User breach of these Terms; Customer or End User violation of any applicable laws, rules or regulations; any dispute between Customer and any of Customer suppliers, vendors, distributors, OEMs, resellers or customers; or Customer or End User use of Products or Services, including without limitation, Customer or End User use of Products or Services in a project, product, device or any other item that Customer sell, pass or give to another person.
SECTION 9: TERMINATION
9.1 If Bridgepointe becomes aware of any possible violations by Customer or End User of the Terms, Bridgepointe reserves the right to investigate such violations. If, as a result of the investigation, Bridgepointe believes that unlawful activity has occurred, Bridgepointe reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Bridgepointe is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Website or Services, including Customer Data, in Bridgepointe’s possession in connection with Customer or End User use of the Website or Services, to (1) comply with applicable laws, legal process or governmental request, (2) enforce the Terms, (3) respond to any claims that Customer Data violates the rights of third parties, (4) respond to Customer requests for customer service, or (5) protect the rights, property or personal safety of Bridgepointe, its users or the public, and all enforcement or other government officials, as Bridgepointe in its sole discretion believes to be necessary or appropriate.
9.2 In the event Bridgepointe determines, in its sole discretion, that Customer or an End User has breached any portion of these Terms, or have otherwise demonstrated conducted inappropriate for the Website and/or Services, Bridgepointe reserves the right to: Warn Customer via email that Customer has violated the Terms; Delete Customer Data; Discontinue Customer subscription to any Services; Notify and/or send Customer and/or End User Data to and/or fully cooperate with the proper law enforcement authorities for further action; and/or; Pursue any other action which Bridgepointe deems to be appropriate.
9.3 These Terms commence on the date when Customer accepts them(as described in the preamble above) and remain in full force and effect while Customer use the Website and/or Services, unless terminated earlier in accordance with the Terms.
9.4 If payment cannot be charged to Customer Payment Provider for any reason, if Customer has materially breached any provision of the Terms, or if Bridgepointe is required to do so by law (e.g. where the provision of the Website and/or Services is, or becomes, unlawful), Bridgepointe has the right to, immediately and without notice, suspend or terminate any Services provided to Customer. Customer agrees that all terminations for cause shall be made in Bridgepointe’s sole discretion and that Bridgepointe shall not be liable to Customer or any End User or any third party for any termination of Customer Account.
9.5 Termination of the Bridgepointe service by the Customer is permitted at any time under the following conditions: 1) documented and notified non-performance or underperformance of the Bridgepointe network where adjustment or remediation is not available in a reasonable amount of time, or:2) a lack of network coverage or technical feature availability required by the Customer project. Termination of this agreement and the Bridgepointe service due to either of the above conditions being met may be done by the Customer by (a)notifying Bridgepointe at any time, and (b) closing Customer Account for all of the Services Customer utilize. Customer notice should be sent, via email, to Customer’s designated account manager or sales representative. If Customer closes Customer Account in accordance with this Section 9.5, Customer will be entitled to continue to use the Services until the end of the applicable subscription period (if any), and Customer will not be entitled to a refund.
9.6 Termination of the Bridgepointe service and/or this Agreement by Bridgepointe is permitted (i) in the event that Bridgepointe ceases to provide the Service to customers generally; (ii) upon written notice of at least 30 days at the end of the Term set forth in Customer’s Pricing Exhibit; (iii) immediately upon Customer’s material breach of this Agreement; (iv) immediately terminate or partially or wholly suspend Customer’s account(s) should Customer be more than 45 days late paying an undisputed invoice, or Customer’s credit worthiness has significantly deteriorated and Bridgepointe therefore has a reasonable belief that Customer may be unable to pay for Services; or (v) upon written notice of at least 30 days after at least 36 months have passed from the Effective Date of this Agreement.
9.7 Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of Customer password and all related information, files and Customer Data associated with or inside Customer Account (or any part thereof). Subject to Section 10.5, upon termination of any Service, Customer right to use such Service will automatically terminate immediately. Customer understands that any termination of Services may involve deletion of Customer Data associated therewith from Bridgepointe’s databases. Bridgepointe will not have any liability whatsoever to Customer for any suspension or termination, including for deletion of Customer Data. Should Customer have agreed to a Minimum Annual Commitment and at the time of termination have any shortfall between the amount Customer has actually paid and the amount of the Minimum Annual Commitment(s), then Customer will be invoiced and will within 30 days from the date of termination pay the difference between the minimum commitment(s) and the actual amount spent in the commitment period(s). All provisions of the Terms which by their nature should survive, shall survive termination of the Services, including without limitation, ownership provisions, warranty disclaimers and limitation of liability.
SECTION 10: Miscellaneous
10.1 Customer agrees, upon Bridgepointe’s request, to participate in the reasonable marketing activities of Bridgepointe related to the Service, including providing references to Bridgepointe’s potential customers. Customer further agrees that Bridgepointe may use Customer name(s), trade name(s) and logo(s) on Bridgepointe’s website and promotional materials, and that Bridgepointe may disclose the fact that Customer is a customer of Bridgepointe.
10.2 The Terms shall be governed by the laws of the State of Washington, USA, without reference to conflicts of law principles that would call for the application of any laws other than those of the State of Washington.10.3 All claims and disputes arising under or relating to the Terms are to be settled in the state of Washington, King County, or another location mutually agreeable by the parties. Binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules using a single arbitrator will be used for any dispute in which the total amount under dispute is less than $3,000,000; for amounts equal to or over three million dollars, any litigation will be filed in the state or federal courts located in King County, Washington.
10.4 Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.5 The Terms, and Customer rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without Bridgepointe’s written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Customer will promptly notify Bridgepointe in writing upon the execution of any definitive agreement or understanding that will provide any new third party, company, entity or investor with the right to acquire more than twenty five Percent of Customer’s outstanding equity or voting interests. Nothing herein is to be construed to give any person or entity other than the parties or their permitted successors and assigns expressly provided in these Terms any legal or equitable right, remedy or claim under or with respect to this Agreement.
10.6 Questions about these Terms can be directed toward SIMSupport@bpt3.net.
10.7 If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.8 Where Bridgepointe requires that Customer provides an email address, Customer is responsible for providing Bridgepointe with Customer’s most current email address. In the event that the last email address Customer provided to Bridgepointe is not valid, or for any reason is not capable of delivering to Customer any notices required/permitted by the Terms, Bridgepointe’s dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Bridgepointe at the following address: 5 Cowboys Way, Suite 300 Frisco TX 75034. Such notice shall be deemed given when received by Bridgepointe by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
10.9 The Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. This agreement may be executed by clickthrough on the Website or by original, facsimile, or electronic signatures (complying with the U.S. Federal ESIGN Act of 2000, 15 U.S.C. 96) All notices may be effectuated electronically (e.g., via email) so long as confirmation of receipt is verified.