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Terms and Conditions of Business

We recommend that you print these Terms and Conditions of Business for further reference.

Scope. The following Terms and Conditions will apply exclusively to the current and future business relationships between PAWZ Road E-commerce Co.ltd. (collectively with its subsidiaries and affiliated companies, “PAWZ Road”) and you (“you” or the “customer”). Any additional or inconsistent terms issued by you, including any such terms and conditions set forth on a purchase order provided by you shall not be binding upon PAWZ Road, unless PAWZ Road gives its express agreement in writing.

Entire Agreement. Any quotation or price information made available by PAWZ Road is without obligation and subject to change without notice unless an offer has been designated as binding. Oral understandings between you and PAWZ Road will require written confirmation by PAWZ Road and a contract between you and PAWZ Road will only become valid when it has been accepted in writing by PAWZ Road (e.g., confirmation of order, which will be final) or when the order is performed (e.g., delivery, download or connection by you of or to the software). As permitted by law, PAWZ Road reserves the right to correct errors in its offers, invoices and communications such as spelling or arithmetical errors. You and PAWZ Road each owe a duty to each other co-operate in order to give full effect to your agreement.

Assignment. Unless specifically set forth in a written agreement between you and PAWZ Road, your obligations to PAWZ Road may not be sublicensed or assigned to any third party (with a change in control of you constituting an assignment). These Terms and Conditions shall be binding on each party’s successors and assigns.

Delivery. As permitted by law, PAWZ Road’s standard delivery terms are FOB origin.

Prices. Unless otherwise indicated in writing by PAWZ Road, all prices are quoted in US dollars and are exclusive of all taxes and duties imposed by any governmental authority and freight and shipping charges, all of which shall be paid by you.

Payment. Unless specifically set forth in a written agreement between you and PAWZ Road, payment for goods or services from PAWZ Road is net thirty (30) days from the date of invoice. Overdue payments shall bear interest from the due date at the rate of the lower of one and half percent per month (1.5%) or the maximum rate permissible under applicable law.

Warranty. Unless specifically set forth in a written agreement between you and PAWZ Road or as required by law, the goods and services purchased by you are provided “as is” without any representation or warranty of any kind, including without limitation, any warranty of non-infringement or fitness for a particular purpose.

Partial Nullity. In the event that any provision of these Terms and Conditions is unenforceable or invalid, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions.

Export. You agree that the software licensed to you by PAWZ Road will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations.

U.S. Government Contracts. If the software licensed to you by PAWZ Road is acquired under the terms of a (i) GSA contract - use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract, (ii) DOD contract - use, duplication or disclosure by the Government is subject to the applicable restrictions set forth in DFARS 252.277-7013; (iii) Civilian agency contract - use, reproduction, or disclosure is subject to FAR 52.277-19(a) through (d) and restrictions set forth in your agreement with PAWZ Road.

Terminated or Expired Contracts.If an existing license agreement between you and PAWZ Road expires at the conclusion of its then-current term without being renewed by either party or is terminated by either party for any reason, and you request to reinstate such agreement, PAWZ Road may, in its sole discretion, agree to allow such reinstatement. In case of a reinstatement, PAWZ Road reserves the right to charge you a one-time additional fee of twenty percent (20%) of the last annual term fee due under the agreement, which shall be due upon execution of such reinstatement.

Governing Law and Jurisdiction. If you enter into this agreement through the PAWZ Road affiliate PAWZ Road Ltd. the agreement is governed by the laws of England and Wales (without regard to applicable conflict of laws provisions). The courts of London, England, shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and PAWZ Road Ltd. agree to the personal jurisdiction and venue of these cou