Enterprise Terms of Service

1. Scope of this Agreement

1.1 These Enterprise Terms of Service (“Terms”) form an agreement between you and Airtm Inc., a state of Delaware corporation and entities that it controls, is controlled by or is under common control with (together, “Airtm”). 

1.2 References throughout the Terms to we/our/us are references to Airtm. Any references to Enterprise/you/your are references to you as a customer of Airtm and user of our services that is an enterprise. 

1.3 These Terms set out the terms and conditions on which Airtm will provide Enterprise Services to you. By signing the Terms, or otherwise proceeding or continuing to use the Enterprise Services, you agree that you have read and understood, and that you accept, all of the terms and conditions contained in the Terms, and that an agreement (“Agreement”) exists between you and us based on these Terms, as of the date signed by you. By signing the Terms, or otherwise proceeding or continuing to use the Enterprise Services, you further agree that you have read, understood, and that you accept our Account Terms of Service. In case of any inconsistencies between these Terms and our Account Terms of Service, these Terms shall prevail.

1.4 This Agreement replaces any other agreement between us and will come into effect when you confirm electronically that you agree to it. We recommend that you retain a copy of this Agreement. The Agreement will govern your use of the Enterprise Services provided by Airtm, as more fully described below.

2. Modification of Terms

2.1 We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner we will update the ‘last modified’ date at the top of this page. Your continued use of the Enterprise Services after any update constitutes your acceptance of the modified Terms. If you do not agree to any of these Terms or any future modified Terms, you should discontinue use or access the Enterprise Services; your sole and exclusive remedy is to terminate your use of the Enterprise Services and close your Enterprise Account by notifying support@Airtm.io. You agree that we shall not be liable to you or any third party for any modification or termination of the Enterprise Services, or suspension or termination of your access to the Enterprise Services, except to the extent otherwise expressly set forth herein.

  3. Stablecoins

3.1 You acknowledge that Airtm accounts are denominated in USDC and that you have sufficient knowledge and understanding of the function of USDC as a means of payment and, in particular, the manner in which USDC may be held and transferred. You further acknowledge that the value of USDC may fluctuate from time to time.

3.2 You acknowledge that Airtm cannot and will not provide any advice or recommendations to you regarding your use of USDC. 

3.3 Airtm is regulated as a Money Business Service in the United States but may not be regulated or licensed in your jurisdiction and this may affect the statutory protections available to you.

  4. Definitions and Interpretation

4.1 In these Terms:

“API” means an application programming interface and any accompanying or related documentation, source code, executable applications and other similar materials; 

“Application” means web or other software services or applications developed by either party and made available to its customers and users in order to access its services; 

“Applicable Law” means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which either party is a member), that are applicable to the provision, receipt or use of the Enterprise Services, or any other products or deliverables provided, used or received in connection with the Enterprise Services or these Terms;

“Confidential Information” means all information belonging to a party which is identified by the party disclosing it as confidential or which, by reason of its characteristics or the circumstances or manner of its disclosure is evidently confidential including (without prejudice to the generality of the foregoing) any information about business plans/proposals relating to the acquisition or disposal of a company or business or proposed expansion or contraction of activities, maturing new business opportunities, research and development projects, product or services development, IT, software, platform and development information, know how, ideas, inventions, works of authorship, trade or service marks, patents, patent applications, proprietary know how and trade secrets, and development and sales statistics and forecasts, commercial and financial information, and marketing strategies;

“Intellectual Property Rights” means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights;

“Payment Instructions” means instructions received by you to debit your Enterprise Account and to credit one or more Recipient Accounts, in a form as may be specified by Airtm from time-to-time;

“Recipient Account” means an Airtm account held by another Airtm user to which USDC may be transferred in accordance with these Terms;

“Enterprise Services” mean the following services which Airtm agrees to provide to you:

• Community Access Enterprise Services: the transmission of tailored promotional emails by Airtm to certain segments of its non-commercial users. The content and recipient type of each email shall be agreed upon between the Parties prior to transmission.
• Enterprise Account: the opening, maintenance and availability of a USDC account for enterprise (i.e. professional) customers and accessible using Airtm’s Applications;
• Enterprise Portal: access to a web-based user interface where the Enterprise can view and manage its Enterprise Account and Mass Payouts.
• API Access: the provision of access by Airtm to its API for the purpose of supporting Mass Payouts;
• Mass Payouts: The transfer of USDC from your account to other Airtm user accounts, in accordance with your instructions through the use of either (i) API Access or (ii) an upload of payment instructions in a file format acceptable to Airtm; AND
• Any other services as agreed between the parties from time-to-time and which, unless otherwise agreed between the parties, shall be governed by this Agreement and all its Terms;

“Trademarks” means the name and trade mark of each party, its logo, any trade mark registrations and applications for anywhere in the world for any of the foregoing and any further trademarks which a party may permit or procure permission for by express notice in writing;

“USDC” means the digital dollar issued by Circle Internet Financial, LLC. 

4.2 References to clauses are to the clauses of this Agreement.

4.3 Clause headings shall not affect the interpretation of this Agreement.

4.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

4.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

4.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 

4.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made from time to time under such statute or statutory provision. 

4.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

  5. Our Enterprise Services

5.1 Airtm agrees to provide you with the Enterprise Services. In order to receive the Enterprise Services you must register for and maintain an Enterprise Account with us. Registration requires you to submit to Airtm certain personal information including documents that verify your identity; depending on your use of the Enterprise Services and know your customer (“KYC”) screening results, more information may be required on an ongoing basis. You understand and agree that you may be denied access to or use of the Enterprise Services if you refuse to provide proof of identity or if the documentation provided does not meet Airtm’s standards. In addition, you agree to maintain accurate, complete, and up-to-date information with Airtm. Your failure to maintain accurate, complete, and up-to-date information may result in your inability to access and use the Enterprise Services or Airtm’s termination of these Terms with you. You can only have one Enterprise Account at any given time. 

5.2 We will only provide the Enterprise Services in respect of your business activities as specified by you during our onboarding process, and only to the extent that we are permitted by Applicable Law. You must obtain our prior written consent before  making any change to the goods and/or services provided by you and in respect of which we are providing our Enterprise Services.

5.3 You acknowledge and agree that the terms of our Account Terms of Service and Privacy Policy relating to the Airtm Enterprise Account shall apply and that it will at all times during the Term of this Agreement remain in compliance thereof.

5.4 You are responsible for maintaining the confidentiality of your Enterprise Account information, including all passwords and all activity including transactions that occur under your account. You agree to immediately notify Airtm of any unauthorized access to and use of your Enterprise Account or passwords, or any other security violation via email to support@airtm.io. You may not authorize third parties to use your Enterprise Account. You are solely responsible for all acts performed through the platform using your passwords or account whether authorized or not. You should not attempt to gain unauthorized access to Enterprise Services, and any attempt to do so or to help others to do so, or distributing instructions, software or tools for this purpose will result in the termination of your account and other associated accounts, without prejudice to other rights, remedies, and actions Airtm may take. You cannot create or use an Enterprise Account other than your own. 

5.5 You are responsible for ensuring that any employee, agent, or third party purporting to represent your company in its dealings with Airtm has the requisite authority to bind the company with its actions. Airtm shall be entitled to rely on the instructions of any employee or agent of your company where Airtm holds the reasonable belief that such employee or agent acts with the requisite authority.

5.6 You agree and undertake that you will not (and will not permit any third party to) use or access the Enterprise Services, directly or indirectly to: (i) engage in any activity that interferes with, disrupts, damages, or  accesses in an unauthorized manner the Enterprise Services, servers, networks, data, or other properties of Airtm ; (ii) do or omit to do anything  which Airtm reasonably believes to be disreputable, or which is otherwise capable of damaging the  reputation of Airtm; (iii)  engage in any criminal, fraudulent, or other unlawful activity; (iv) make the Enterprise Services available to, or use  any Enterprise Services for the benefit of, anyone other than you; (v) sell, resell, license, sublicense,  distribute, rent or lease any Enterprise Services except as explicitly provided for in this Agreement, or transfer any  rights under this Agreement other than as set forth herein; (vi) permit direct or indirect  access to or use of any Enterprise Services in a way that circumvents a contractual usage limit, or work around any of  the technical limitations of the Enterprise Services, or enable functionality that is disabled or prohibited, including  imposing an unreasonable or disproportionately large load on the Enterprise Services, as reasonably determined by  Airtm; (vii) access or attempt to access non-public Airtm systems, programs, data, or services; (viii) copy,  reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part  of the Enterprise Services, except as expressly permitted by Applicable Law; (ix) act as a  service bureau or pass-through agent for the Enterprise Services; (x) modify, reverse  engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the  Enterprise Services, in whole or in part; or (xi) perform or attempt to perform any actions that would interfere with the  normal operation of the Enterprise Services, or affect the use of the Enterprise Services.

Partner Services

5.7 Airtm works with third parties who may provide ancillary services, such as custody, wallet transfer or exchange services, to you in connection with your Enterprise Account (our “Partner Institutions”). Please be aware that ancillary services provided by Partner Institutions may require separate signup, identity verification and agreement and are subject to such Partner Institutions’ own terms and conditions. Airtm is not an affiliate of these Partner Institutions, is not a party to any contract for services provided to you by these Partner Institutions, and therefore has no rights or obligations in connection with any services provided by our Partner Institutions to you.

5.8 In particular, you agree that Airtm engages with Bridge Ventures Inc. and its subsidiaries (“Bridge”)  in order to provide some Enterprise Services and you consent: (i) to the Bridge User Agreement and the Bridge Privacy Policy, available at Bridge’s website.

Account Transfers

5.9 Your Enterprise Account may be funded by transfers to Airtm in USDC only. We will credit your Enterprise Account upon satisfactory receipt of USDC to a secure wallet designated by us, as will be communicated to you from time to time. Airtm will not provide conversion services to you under these Terms.  Exchange of fiat currency into USDC may be facilitated by one of our Partner Institutions, subject to your agreement with such Partner Institution. You acknowledge that, where Airtm relies on Partner Institutions to convert fiat into USDC, that Airtm may not come into receipt of your USDC but that your USDC may be transferred to Recipient Accounts by the Partner Institution.

5.10 When transferring USDC out of your Enterprise Account, you authorise us to debit your Enterprise Account and to credit the Recipient Account(s) as identified in your valid Payment Instructions. Recipient Accounts will be credited with USDC in accordance with your Payment Instructions, provided that your Enterprise Account holds adequate credit.  You acknowledge that all Recipient Accounts are denominated in USDC and that Airtm will not convert USDC debited from your account into fiat currency prior to crediting a Recipient Account.  

5.11 You acknowledge and agree that, in order for your customers to receive USDC via our Mass Payout service, those customers must also maintain an account with Airtm, which will be subject to our Account Terms of Service.

5.12 Subject to any delays caused by a Partner Institution or delays due to fraud or compliance reviews initiated by Partner Institutions, us or any third party providing you with services, transfers will normally process within one business day. Transfer times are not guaranteed in any way.

Support

5.13 Airtm shall provide you with support relating to the Enterprise Services and will use commercially reasonable efforts to fix any reported issues with the Enterprise Services as soon as is practicable.  You will report issues discovered with the Enterprise Services to Airtm and will use commercially reasonable efforts to cooperate with Airtm in issue reporting, tracking and resolution.

Community access

5.14 Where the Parties agree that fees for Community Access Services are to be paid on a “value-per-user” basis, applicable, “User Criteria” may be agreed upon between the Parties and specified in the fee schedule (as the same may be amended from time-to-time). You shall be solely responsible for determining in good faith whether Users meet any User Criteria specified in the fee schedule. 

6. API Integration and License

6.1 Upon the Enterprise’s request the parties shall work together in order to ensure that all necessary testing is completed so that API Access  can be provided by Airtm to the Enterprise as soon as possible. 

6.2 Subject to the other party’s compliance with the terms and conditions of this Agreement, the parties hereby grant to each other a non-exclusive, non-transferable, non-assignable, revocable, limited licence during the Term of this Agreement to: (a) use and make calls to any relevant API to develop, implement and distribute Applications; and (b) use and display the other party’s Trademarks  in order to promote one another’s services.  

6.3 Enterprise shall use its access to Airtm’s API solely for the purposes of accessing the Enterprise Services.  Enterprise shall not access all or any part of Airtm’s API in order to build a product or service which competes with the Enterprise Services. 

6.4 Airtm shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit and/or incorporate into its services and/or its API any suggestions, enhancement requests, recommendations or other feedback Airtm receives from you.

6.5 Airtm is entitled to suspend API Access if it reasonably believes that the relevant API, the Enterprise Services or the connection between the relevant API and your API poses a material security risk to, or will cause material performance issues for, Airtm’s systems or networks. Airtm will reconnect the relevant API once the risks or issues have been resolved to its reasonable satisfaction. 

6.6 You undertake to notify Airtm within 30 days when any of the linked websites (URLs) are modified or added, with the purpose of allowing AIRTM to carry out a correct revision of the new websites;

6.7 You assume all responsibility for any third party’s APIs or other software enabling integrations by through which you make use of Airtm’s Enterprise Services.

6.8 EXCEPT AS EXPRESSLY SET FORTH IN THIS  AGREEMENT, AIRTM’S API IS FURNISHED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OF PROPER PERFORMANCE FROM AIRTM API or ANY OTHER THIRD PARTIES’ API.

7. Non-Assignment and Change in Control

7.1 Neither party may assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any or all of its rights and obligations under this Agreement without the other party’s prior written consent, except that Airtm may assign this Agreement and all rights and obligations hereunder in full to an affiliate upon [30] calendar days’ notice in writing to you (“Assignment Notice”). Provided no written objection to the Assignment Notice is received by Airtm within [10] calendar days of receipt of the Assignment Notice by you, you shall be deemed to have consented to the assignment on such terms as may be specified in the Assignment Notice.

7.2 Each party agrees to inform the other party as soon as is reasonably practicable of any changes in ownership or and of any change in its organization or method of doing business which might affect the performance of the party's duties under this Agreement.

  8. Fees

You understand that certain fees apply to Airtm Enterprise Services in accordance with the fee schedule provided to you, you agree to pay those fees, and you agree that Airtm may change the fees it charges for the Enterprise Services by providing 30 calendar days written notice of any such changes. 

9. Rights of Set-Off

The parties agree that Airtm shall have the right to set off  in whole or in part any amounts owing by you to Airtm, including but not limited to any fees, whether such amounts are present or future, actual or contingent, or liquidated  or unliquidated, against any sums held by Airtm on your Enterprise Account. 

10. Tax and Employment 

10.1 Airtm is not a recruitment , employment or labor agency and any transfers of USDC from your Enterprise Account to a Recipient Account pertain exclusively to any agreement to make such transfer between you and the holder of the Recipient Account, and to which Airtm is not a party. 

10.2 Airtm does not calculate or withhold tax in connection with any Transfers initiated by you pursuant to this Agreement. You acknowledge that you are solely liable for assessing, calculating and paying or withholding any tax for which you are liable in connection with such Transfers, including but not limited to any form of income or capital gains tax as well as any other Government levies.

10.3 Airtm will not be liable for any losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred or suffered by you arising from a User’s acts or omissions including, but not limited to, their acts or omissions in the performance of any task or assignment for you. Users are independent of Airtm and under the supervision, direction and control of you when performing tasks or assignments as agreed with you.

10.4 You will indemnify Airtm against any and all claims, demands, damages, fines, interest, charges, costs (including  legal costs) and losses arising in connection with any breach by you of its contract with Users. 

  11. Anti-Bribery

11.1 Each party acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act ("the FCPA") (and any other similar laws in other jurisdictions (“Anti-Bribery Laws”) and agrees to comply with their terms as well as any provisions of related local law and Airtm’s corporate policy and procedures related thereto.  

11.2 Each party further understands the provisions relating to the Anti-Bribery Laws prohibitions regarding the payment or giving of anything of value, either directly or indirectly, to an official of a foreign government or political party for the purpose of influencing an act or decision in his or her official capacity or inducing the official to use his or her party's influence with that government, to obtain or retain business or otherwise gain an advantage. Upon a party's request, the other agrees to provide such party with written certifications of its Anti-Bribery Laws compliance and assist such party with an investigation into possible wrongdoing should such party have reason to believe violations of the Anti-Bribery Laws have occurred in connection with this Agreement or a related agreement.

11.3 A breach of this Anti-Bribery clause shall be deemed a material breach, which is irredeemable.

  12. Confidentiality 

12.1 Each party may have access to Confidential Information of the other party under this Agreement.  A party's Confidential Information shall not include information that:

12.1.1 is or becomes publicly known through no act or omission of the receiving party; or 

12.1.2 was in the other party's lawful possession prior to the disclosure; or 

12.1.3 is lawfully disclosed to the receiving party by a Third party without restriction on disclosure; or

12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

12.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 

12.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

12.3 Each party agrees to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. 

12.4 This clause “Confidentiality” shall survive expiry or termination of this Agreement for any reason.

  13. Data Sharing 

13.1 Under this Agreement, you are entrusting Airtm with the processing of personal data and Confidential Information (“Data”) in connection with the provision of the Integrated Enterprise Services and/or the Airtm Enterprise Services. Airtm undertakes to process such Data in accordance with the applicable law, to the extent, purpose, and period specified in the Agreement.

13.2  You understand and agree that Airtm may engage with third party vendors and partners in order to provide the Enterprise Services and that it may be necessary to share Data with such third parties. In particular, you agree that Airtm engages with Bridge in order to provide some  Enterprise Services and you consent that Airtm shares Data with Bridge, or any other person or entity as provided for in Airtm’s Privacy Policy, available at Airtm’s Website.

13.3 Additionally, Airtm undertakes to grant authorizations to process any Data to all persons and entities who will process the entrusted Data in order to perform the Agreement.

13.4 Upon termination of the Agreement Airtm shall cease to share Data with Bridge or any person or entity who was processing the entrusted Data in order to perform its obligations under the Agreement.

  14. WARRANTIES

  14.1 Each party represents, warrants and undertakes that:

14.1.1 it has full capacity and authority and all necessary consents to enter into and to perform this  Agreement and to grant the rights and licences referred to in this Agreement and that this Agreement is executed by its duly authorised representative and represents a binding commitment on it; and

14.1.2 it shall comply with all Applicable Law in the performance of its obligations under this Agreement.

14.2 You understand and acknowledge that you are solely responsible for your use of Airtm’s Enterprise Services, including any instructions carried out on your behalf, such as transaction instructions. Any instructions shall be permanent and final, and you shall be solely responsible for any errors, omissions, losses or claims resulting from your use of Airtm’s API, Applications, or Enterprise Services. Airtm will not be required to honor any clawback or error correction requests you make as a result of your own errors or omissions.

14.3 You understand and acknowledge that you are solely responsible for ensuring that any transfer to a Recipient Account is in accordance with any applicable agreement or terms that are in place between you and the holder or beneficiary of that account.  Whilst Airtm applies its own KYC policies to all Airtm account holders, Airtm will not assess the suitability or credentials of any account holders or account beneficiaries on your behalf. Airtm will not be required to honor any clawback or error correction requests in connection with an infringement or violation of the applicable agreement between you and the holder or beneficiary of a Recipient Account.

14.4 You understand that USDC may be restricted in some jurisdictions and acknowledge that it is your responsibility to know the regulatory requirements concerning transactions in USDC before using the Enterprise Services.

14.5 You represent, warrant and covenant that (a) your Applications, the use of such Applications by your customers, and the activities with respect to such Applications are in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) you will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licences, permits and other permissions necessary to develop, implement and publish your Applications; (c) your Applications do not and will not contain or introduce any malicious software into Airtm’s Applications or API, or other data stored or transmitted using Airtm’s Enterprise Services; and (d) your Applications are not designed to or utilized for the purpose of spamming any users. You represent and warrant to Airtm that if your activities require a licence in any jurisdiction, you have either obtained such licence or you have restricted access to any customers in such jurisdiction.  

  15. LIMITATION OF LIABILITY AND INDEMNITY

15.1 We shall not be liable to you or anyone else for any loss caused in whole or part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from negligence or contingencies beyond its control in procuring, compiling, interpreting, computing, reporting, or delivering the Enterprise Services thereon or the information therein. In no event will we be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of the Enterprise Services or the information therein.

15.2 You shall indemnify and hold harmless Airtm from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses, arising out of or in any way connected with: 

15.2.1 your access to or use of your Enterprise Account and/or the Enterprise Services; 

15.2.2 your breach or alleged breach of these Terms or your contravention of any other clause or sub-clause of these Terms; 

15.2.3 your contravention of any Applicable Law; and 

15.2.4 your violation of the rights of any third party.

15.3 Each party shall defend and indemnify the other party, its officers, directors and employees against any claim made against the Indemnified party arising from a breach of any of the warranties as set forth in clause 14.

15.4 In no event shall Airtm, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, be liable to you for more than $50,000 USD.

15.5 We shall not be liable for any damages caused in whole or in part by (a) the malfunction, unexpected function or unintended function of any computer or cryptocurrency network, including without limitation losses associated with viruses, cyber-attacks, hacking or cybersecurity breaches; (b) the change in value of any cryptocurrency; (b) any act or omission by holders or beneficiaries of Recipient Accounts; (c) any change in law, regulation or policy, or (d) force majeure event (including but not limited to (i) acts of god, nature, court or government; (ii) failure or interruption in public or private telecommunication networks, communication channels or information systems; (iii) acts or omissions of acts of a party for whom Airtm is not responsible; (iv) delay, failure, or interruption in, or unavailability of, third party services and sites; (v) strikes, lock-outs, labour disputes, wars, terrorist acts and riots; and (vi) viruses, malwares, other malicious computer codes or the hacking of Airtm’s systems).

15.6 Any and all of our indemnities and warranties (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth in this Agreement. Nothing in this Agreement excludes or limits liability which may not be limited or excluded under Applicable Law. 

  16. Term and Termination

16.1 The Agreement shall commence on the date when you confirm electronically that you agree to it (in accordance with clause 1.3 and may be terminated by either party at any time upon 30 calendar days’ notice to be provided in writing. 

16.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

16.2.1 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or

16.2.2 the party is required by Applicable Law or a court order to terminate the Agreement or if the party reasonably believes that it needs to terminate due to threat of impending Applicable Law or judicial action. 

16.2.3 the other party to this Agreement enters liquidation, either compulsorily or voluntarily (except for the purposes of and immediately followed by a reconstruction or amalgamation, and in such manner that the resulting company becomes effectively bound by the obligations under this Agreement) or administration or a receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or any part of its assets, or if the other party makes an assignment for the benefit of, or a composition or arrangement with, its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement appointment or procedure anywhere in the world or threatens to do or is threatened with any of these things; or

16.2.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16.3 Upon termination or expiry of this Agreement for any reason:

16.3.1 all rights and licences under this Agreement shall terminate; and,

16.3.2 each party will promptly return to the other all of the other party’s Confidential Information within its possession or control, and will certify in writing that it has complied with its obligations to return all such Confidential Information.

16.4 All provisions of this Agreement which by their nature are intended to continue shall survive termination.

16.5 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.    

16.6 Upon termination for any reason or expiry of this Agreement, in the event that any funds remain in your Enterprise Account, Airtm shall settle the amounts due to you using such method of payment agreed by the parties within the 30-day period after such termination or expiry.

  17. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18. Notices

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email ; or (iii) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. You must inform Airtm immediately of any change in your point of contact, and/or your email address for notifications and general contact.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings and undertakings. No representation whether made orally or in writing or before or after the execution of this Agreement shall form part of this Agreement or be used in its interpretation,

20. Dispute Resolution

All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Delaware, or alternatively, in such location as mutually agreed by the parties, provided, however, in the event the parties agree that the total amount in controversy is not more than $75,000, the parties agree to conduct such arbitration proceeding telephonically. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall include the assessment of costs, expenses, and reasonable attorneys' fees. The decisions of the arbitrators shall be final and binding for all purposes on the parties and may be entered and enforced in any court of competent jurisdiction.

21. General

21.1 Neither party shall be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, act of sabotage, riot, accident, delay of carrier or Client, internet outages, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond the party’s control.  If any such contingency shall occur, this Agreement will be deemed extended by the length of time such contingency continues.

21.2 Failure or delay by a party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. 

21.3 If any provision of this Agreement is found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal, whilst maintaining or giving effect to its commercial intention.

21.4 This Agreement shall be governed by the laws of the State of Delaware, excluding any conflict of laws principles, and the parties consent to having the courts of Delaware as the exclusive venue for resolution of all disputes and controversies.

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