Last Modified: June 25, 2024
By clicking/checking the “I Agree” button, signing an Order Form incorporating these terms by reference, or by otherwise accessing EasyHub Services you agree to be bound by these terms of service (the “Agreement”). If you do not agree to the Agreement, you must not use the Service. “You” means you individually or the entity that you represent (the “Customer”). If you are entering into the Agreement for an entity, you represent that you have the authority to bind that entity. “EasyHub”, “we”, or “us” means EasyHub, Inc., a Delaware corporation.
The software-as-a-service subscription agreement setting out the end user terms for EasyHub’s software (Smart Apartment, Residential App, Access Control, Asset Protection, Smart Community, Web Portal, Installer App, Mobile App, and any other software provided by EasyHub to Customer) as set out at easyhub.ai/saas-agreement is incorporated herein by reference.
1. Services. EasyHub shall provide to Customer the services (the “Services“) set out in one or more order forms provided EasyHub (each, an “Order Form“). In the event of any conflict between the terms of this Agreement and the terms of any Order Form or any other document issued by Customer, the terms of this Agreement prevail.
2. To the extent that any hardware (“Hardware”) is specified in an Order Form, the provisions of this Section 2 will apply:
2.1 Acceptance.
(a) Test Period. Customer will have 30 days (the “Test Period”) following receipt of each hardware to review such Hardware for material conformance. If Customer determines that hardware is not in conformance with the Order Form, it will so notify EasyHub and specify the nonconformance in reasonable detail (“Review Notice”).
(b) Deemed Acceptance. If Customer fails to issue a Review Notice within the Test Period, the applicable hardware will be deemed accepted.
(c) Remediation. EasyHub will have 30 days following receipt of a Review Notice to remedy the identified nonconformance and resubmit the Goods for subsequent review in accordance with this provision.
(d) Limited Right of Return. Except as provided under Section 2.1(c) Customer has no right to return Hardware purchased under this Agreement to EasyHub.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN SECTION 2.1(C) AND 2.3(A) ARE CUSTOMER’S EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING HARDWARE OR EXCESS HARDWARE, WITH RESPECT TO ANY NONCONFORMING HARDWARE OR EXCESS HARDWARE FOR WHICH CUSTOMER HAS ACCEPTED DELIVERY.
2.2 Shipment and Delivery.
(a) Shipment. Unless expressly agreed to by the Parties in writing, EasyHub shall select the method of shipment of, and the carrier for, the Hardware. EasyHub may, in its sole discretion, without liability or penalty, make partial shipments of Hardware to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of an Order Form.
(b) Delivery. Any time quoted by EasyHub for delivery is an estimate only. EasyHub is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery. No delay in the shipment or delivery of any Hardware relieves Customer of its obligations under this Agreement, including without limitation accepting delivery of any remaining installment(s) of Hardware.
2.3 Hardware Warranties.
(a) Limited Warranty. For a period of 30 days from the date of shipment of the Hardware (the “Warranty Period“), that such Hardware will materially conform to the specifications set forth in https://easyhub.ai/hardware/
(b) Warranty Limitations. The warranties under Section 2.3(b) do not apply where the Hardware have: (i) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by EasyHub; (ii) been reconstructed, repaired, or altered by persons other than EasyHub or its authorized representative; or (c) been used with any third-party product, hardware, or product that has not been previously approved in writing by EasyHub.
(c) Customer’s Exclusive Remedy for Defective Hardware. Notwithstanding any other provision of this Agreement (except for Section 2.3(f)), this Section 2.3(c) contains Customer’s exclusive remedy for defective Hardware. Customer’s remedy under this Section 2.3(c) is conditioned upon Customer’s compliance with its obligations under Section 2.3(c)(i) and Section 2.3(c)(ii) below. During the Warranty Period, with respect to any allegedly defective Hardware:
(i) Customer shall notify EasyHub, in writing, of any alleged claim or defect within 30 days from the date Customer discovers, or upon reasonable inspection should have discovered, such alleged claim or defect (but in any event before the expiration of the applicable Warranty Period);
(ii) Customer shall ship, at its expense and risk of loss, such allegedly defective Hardware to EasyHub’s facility for inspection and testing by EasyHub;
(iii) If EasyHub’s inspection and testing reveals, to EasyHub’s reasonable satisfaction, that such Hardware are defective and any such defect has not been caused or contributed to by any of the factors described under Section 2.3(b), EasyHub shall in (subject to Section 2.3(c)(ii) and Section 2.3(c)(iv)): repair or replace such defective Hardware, or credit or refund the price of such defective Hardware less any applicable discounts, rebates or credits;
(iv) If EasyHub exercises its option to repair or replace, EasyHub shall, after receiving Customer’s shipment of such defective Hardware, ship to Customer, at Customer’s expense and risk of loss, the repaired or replaced Hardware to a location designated by EasyHub.
Customer has no right to return for repair, replacement, credit, or refund any Hardware except as set forth in this Section 2.3(c). In no event shall Customer reconstruct, repair, alter, or replace any Hardware, in whole or in part, either itself or by or through any third party.
THIS Section 2.3(c) SETS FORTH THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND EASYHUB’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN Section 2.3(a).
(d) Third-Party Products. Products manufactured by a third party (“Third Party Product“) may contain, be contained in, incorporated into, attached to, or packaged together with the Hardware. Third-Party Products are not covered by the warranty in Section 2.3(a). For the avoidance of doubt, EasyHub makes no representations or warranties with respect to any Third-Party Product.
(e) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN Section 2.3(a), EASYHUB MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE HARDWARE, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY EASYHUB, OR ANY OTHER PERSON ON EASYHUB’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN Section Section 2.3(a) OF THIS AGREEMENT
(f) Withdrawal of Hardware. If EasyHub determines that any Hardware sold to Customer may be defective, at EasyHub’s request, Customer shall withdraw all similar Hardware from sale and, at EasyHub’s option, either return such Hardware to EasyHub (pursuant to the terms of Section 2.3(c)(ii)) or destroy the Hardware and provide EasyHub with written certification of such destruction. Notwithstanding the limitations of Section 2.3(c), if Customer returns all withdrawn Hardware or destroys all withdrawn Hardware and provides EasyHub with written certification of such destruction within 15 days following EasyHub’s withdrawal request, in either case consistent with EasyHub’s instructions, EasyHub shall (a) repair or replace all such returned Hardware or (b) replace such destroyed Hardware, in either case pursuant to the terms of Section 2.3(c)(iv). , Customer’s remedy hereunder is not available if any such defect has been caused or contributed to by any of the factors described under Section 2.3(b). THIS SECTION 2.3(f) SETS FORTH CUSTOMER’S SOLE REMEDY AND EASYHUB’S ENTIRE LIABILITY FOR ANY HARDWARE THAT ARE WITHDRAWN PURSUANT TO THIS SECTION 2.3(f).
3. Customer Obligations. Customer shall:
3.1 Designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager“), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
3.2 Require that the Customer Contract Manager respond promptly to any reasonable requests from EasyHub for instructions, information, or approvals required by EasyHub to provide the Services.
3.3 Cooperate with EasyHub in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EasyHub to provide the Services.
3.4 Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EasyHub’s provision of the Services.
4. Fees and Expenses.
4.1 In consideration of the provision of the Services by the EasyHub and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in Order Form. Unless otherwise provided in the applicable Order Form, said fee will be payable within 15 days of receipt by the Customer of an invoice from EasyHub.
4.2 Customer shall reimburse EasyHub for all reasonable expenses incurred in accordance with the Order Form if such expenses have been pre-approved, in writing by the Customer Contract Manager, within 15 days of receipt by the Customer of an invoice from EasyHub accompanied by receipts and reasonable supporting documentation.
4.3 Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; and to the extent EasyHub is required to pay any such sales, use, excise, or other taxes or other duties or charges, Customer shall reimburse EasyHub in connection with its payment of fees and expenses as set forth in this 4. Notwithstanding the previous sentence, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, EasyHub’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
4.4 Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of 1.5% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse EasyHub for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which EasyHub does not waive by the exercise of any rights hereunder), EasyHub shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts when due hereunder and such failure continues for 30 days following written notice thereof.
5. Limited Warranty and Limitation of Liability.
5.1 EasyHub warrants that it shall perform the Services:
(a) In accordance with the terms and subject to the conditions set out in the respective Order Form and this Agreement.
(b) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2. EasyHub’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:
(a) EasyHub shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EasyHub cannot cure such breach within a reasonable time after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with 8.2.
(b) The foregoing remedy shall not be available unless Customer provides written notice of such breach within 10 days after delivery of such Service or Deliverable to Customer.
5.3 EASYHUB MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
6. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EasyHub in the course of performing the Services, including any items identified as such in the Order Form (collectively, the “Deliverables“) except for any Confidential Information of Customer or customer materials shall be owned by EasyHub. EasyHub hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
7. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party“) may disclose or make available to the other Party (as the “Receiving Party“), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed thereafter, is summarized in writing and confirmed as confidential (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source that was not legally or contractually restricted from disclosing such information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any of the Disclosing Party’s Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this 7 only, “Receiving Party’s Group” shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, EasyHubs, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
8. Term, Termination, and Survival.
8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Order Forms unless sooner terminated pursuant to 8.2 or 8.3.
8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party“) if the Defaulting Party:
(a) Materially breaches this Agreement, and the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, or such breach is incapable of cure.
(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law.
(d) Is dissolved or liquidated or takes any corporate action for such purpose.
(e) Makes a general assignment for the benefit of creditors.
(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
8.3 Notwithstanding anything to the contrary in 8.2(a), EasyHub may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder and such failure continues for 30 days after Customer’s receipt of written notice of nonpayment.
8.4 The rights and obligations of the Parties set forth in this s 7, 8, 9, and 10 any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
9. Limitation of Liability.
9.1 IN NO EVENT SHALL EASYHUB BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EASYHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
9.2 IN NO EVENT SHALL EASYHUB’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO EASYHUB PURSUANT TO THIS AGREEMENT/PURSUANT TO THE APPLICABLE ORDER FORM/IN THE TWELVE PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Indemnification. Customer agree to indemnify and hold harmless the EasyHub from and against all claims, demands, losses, liabilities, costs and expenses of any nature and against all liabilities to third parties (including costs of litigation and payment of reasonable attorney’s fees) arising out of: (a) willful misconduct or gross negligence of Customer, its subsidiaries and subcontractors and their personnel and agents in connection with the performance of its obligations under this Agreement; (b) breach or non-fulfillment of any representation, warranty, covenant or other obligation of Indemnifying Party under this Agreement; and (c) Customer’s infringement of any license, patent, trade secrets, copyrights, trademarks, service marks, trade names or any other intellectual property rights alleged to have occurred, related to its operations.
11. Entire Agreement. This Agreement, including and together with any related Order Forms, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the terms and conditions of this Agreement shall supersede and control.
12. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice“) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered in accordance with the contact information on the Order Form.
13. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement (including is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to/the court may modify this Agreement for effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
14. Amendments. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party.
15. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16. Assignment. Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of EasyHub. Any purported assignment or delegation in violation of this 16 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. EasyHub may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of EasyHub’s assets without Customer’s consent.
17. Insurance. During the Term and for a period of 2 years thereafter], Customer shall, at its own expense, maintain and carry in full force and effect, subject to appropriate levels of self-insurance, commercial general liability (including product liability), commercial property insurance, equipment breakdown insurance, workers’ compensation insurance, and cyber liability insurance with financially sound and reputable insurers. Customer shall provide EasyHub with 15 days’ advance written notice in the event of a cancellation or material change in such insurance policy.
18. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
19. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by EasyHub shall be under its own control, Customer being interested only in the results thereof. The EasyHub shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet the Customer’s final approval and shall be subject to the Customer’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. Subcontractors. Easyhub may from time to time in its discretion engage third parties, including but not limited to EasyHub affiliates, to provide Services and Deliverables to Customer.
21. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
22. Choice of Law and Forum. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the Delaware of, United States of America (including its statutes of limitations, without giving effect to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Delaware. The parties will adjudicate any such action in the state of New York and each party consents to the exclusive jurisdiction and venue of the Courts for these purposes.
23. Publicity. Customer agrees that EasyHub may identify Customer as a customer of the Service, and display Customer’s name and/or trademark (the “Customer Marks”) on their website, in press releases and in EasyHub’s published marketing materials, solely in connection with the Service.
24. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
25. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in 12, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
26. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Customer to make payments to EasyHub hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the control of the Impacted Party.
The Impacted Party shall give notice within 20 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
