PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY REGISTERING FOR AND USING THE SERVICE PROVIDED BY PERFECTMIND INC. (“PERFECTMIND”, “WE” OR “US”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. WE RESERVE THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS FROM TIME TO TIME. YOU AGREE TO REGULARLY CHECK THESES TERMS AND CONDITIONS FOR CHANGES. YOUR CONTINUED USE OF OUR SERVICE INDICATES YOUR ACCEPTANCE OF ANY CHANGE THAT WE MAKE TO THESE TERMS AND CONDITIONS. YOU ARE NOT ELIGIBLE TO USE OUR SERVICE IF YOU WORK FOR OR ARE AFFILIATED WITH ANY OTHER CUSTOMER RELATIONSHIP MANAGEMENT ("CRM") PROVIDER OR DEVELOPER. IN THIS DOCUMENT, THE TERM "YOU" OR “THE CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY THAT IS THE PARTY TO THE AGREEMENT WITH US, AS IDENTIFIED ON THE CLIENT REGISTRATION AGREEMENT THAT YOU HAVE SUBMITTED TO SUBSCRIBE FOR OUR SERVICE. YOU ARE RESPONSIBLE FOR ALL ACTS AND OMISSIONS OF YOUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AS APPLICABLE, IN THEIR DEALINGS WITH US AND THEIR USE OF OUR SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE OUR SERVICE.
We have developed, operate and maintain various customer relationship management, billing, data analysis, mobile application, social media and other enterprise resource planning (ERP) software services, which are accessible online via www.perfectmind.com another designated web site or IP address (“Our Offerings”). These Terms and Conditions and the “Client Registration Agreement” that you signed and submitted (or will sign and submit) to subscribe for our services (together, the “Agreement”) form the agreement between you and us that govern all aspects of our provision and your use of the Service. “Service” means those of Our Offerings that you subscribe for, as identified on the Client Registration Agreement, during your registration process, and other ancillary services and the Content that we make available to you, under and subject to the Agreement. As a part of the Service, PerfectMind will provide to you a browser interface and data encryption, transmission, access and storage. Your registration for or use of the Service will be deemed to be your acceptance of the Agreement including any materials available on our website incorporated by reference in these Terms and Conditions, including but not limited to the Privacy Statements and Anti-Spam Policy.
You will pay for any set-up fees and charges applicable for initiating your access to the Service, and for our professional services, such as for customizing the Service for your specific needs, in accordance with the payment provisions of the Client Registration Agreement and any work order that you and PerfectMind may agree upon and sign, at the time of your initial subscription or at any later date.
You will pay the ongoing fees for your use of the Service in accordance with the fee schedule and the payment terms in effect at the time a fee is due and payable. Fees are payable and due at the beginning of the period covered by the fees and we collect them in advance. At the time of registering for the Service, you will provide to us a valid credit card that may be charged or information regarding an account that may be debited and sign any pre-authorized payment form that may be necessary to authorize us to charge the credit card or debit the designated account for the applicable fees. Unless you have expressly agreed with us otherwise, we will debit your designated account or charge your credit card every month for the applicable fees. The fee debited or charged each month will be equal to the total number of user licenses that you have in place at the time multiplied by the user license fee in effect at the time. Fees are non-refundable regardless of whether user licenses are actively used. An authorized License Administrator may add user licenses by executing an additional written Order Form or using the Online Order Center. Additional licenses will be subject to the following: (i) additional licenses will be coterminous with this Agreement; (ii) the license fee for the additional licenses will be the then current, generally applicable license fee; and (iii) additional licenses added in the middle of a billing month will be charged in full for that billing month. We reserve the right to change the applicable fees and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to the Customer, which notice may be provided by email. We will not provide any refunds, and all sales are final. You may be able to arrange for free trial to evaluate the Service prior to subscription.
Our fees are exclusive of all sales, value-added or other similar taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on PerfectMind’s income.
You agree to provide us with complete and accurate contact and billing information. This information includes the full legal corporate name of the Customer, where applicable, a billing address, and email addresses, names and telephone numbers of an authorized billing contact and a License Administrator. You agree to notify us in writing of any change to this information or any change to your credit card or designated account information, within 15 days of such change, and in any event, in case of the credit card or designated account information, before the start of the following billing cycle. If the billing or contact information that you provide is false, we reserve the right to terminate your access to the Service in addition to pursuing other legal remedies.
We will charge your credit card or debit your designated account at the start of a billing period; however, our failure to charge your credit card or debit your account will not be construed in any manner as a waiver of your obligation to pay any amounts due in accordance with this Agreement. Your account will be considered delinquent (in arrears) if our attempt to charge your credit card or debit your designated account fails for any reason including without limitation invalidity or expiration of the credit card, charges exceeding the credit limit available on the card, or insufficient funds in the designated account, and we will be entitled to exercise all the remedies available to us at law, in equity and under the Agreement for such delinquency of your account. You agree to pay any and all collection costs that we incur in collection of outstanding debts. All amounts that you owe us under the Agreement will be paid without any deduction, adjustment or set-off whatsoever.
The fees charged to you at the start of each monthly billing cycle will be equal to the then total number of user licenses in effect multiplied by the license fee in effect at the time of the billing cycle.
Unless PerfectMind, in its discretion, determines otherwise: (i) if your headquarters and a majority of your licensed users are located in Canada, you will be billed in CDN dollars and will be subject to Canadian payment terms and pricing schemes; or (ii) if your headquarters and a majority of your licensed users are located in a country other than Canada, you will be billed in U.S. dollars and will be subject to the U.S. payment terms and pricing schemes, or the payment terms and pricing schemes of the country where your headquarters are located if different payment terms and pricing schemes are in place for that country.
If you believe that the fees charged to you are incorrect, you agree to provide us with notice in writing within 30 days after the date that your credit card was charged, designated account debited, or you received the invoice containing the amount in question, as the case may be. PerfectMind and the Customer will act reasonably and in good faith to resolve any fee disputes for which timely notice is provided to PerfectMind. You agree to waive any and all disputes relating to the amounts that we have charged for which notice in writing is not provided within the 30 day period, and all such charges will be final and not subject to any challenge.
In addition to any other rights that we have under this Agreement, we reserve the right, in our discretion, to terminate this Agreement or suspend your access to the Service if your account is delinquent (in arrears) for thirty (30) days or more (such an account, an “Account in Default”). We also reserve the right to impose a reconnection fee in the event your access to the Service is suspended and thereafter is reinstated at your request and upon your payment of any overdue and outstanding amounts in the Account in Default. You agree and acknowledge that if you fail to pay the overdue and outstanding amounts in an Account in Default within 30 days after your account becomes an Account in Default, we have no obligation to retain, and may permanently and irretrievably delete your Customer Data without any liability to us.
Subject to the terms and conditions of this Agreement, we grant to you the nonexclusive, non-transferable, and revocable right to use the Service, solely for your own internal business management purposes. You may only use the Service through users in your organization for whom valid user licenses have been obtained by the License Administrator and the applicable license fees have been paid. You are fully responsible and liable to PerfectMind for all acts and omissions of all users who gain access to and/or use the Service with by using the users licenses issued to your organization. Subject to the terms of this Agreement, you grant to PerfectMind the nonexclusive, worldwide right to use, copy, store, transmit and display your Customer Data solely to the extent necessary to provide the Service as requested by you. You will not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content; (ii) modify or make derivative works based upon the PerfectMind Technologies or the Content; (iii) use the Service or the Content for any purpose other than those expressly permitted under this Agreement; or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device, other than as provided by PerfectMind built-in functionality such as PerfectMind widgets. Furthermore, you are not eligible to use the Service if you are a, or are affiliated with another, Customer Relationship Management (CRM) provider, distributer, or software developer. We will not use the Customer Data for any purpose other than to provide the Service to you. All rights not expressly granted to you are reserved by us and our licensors, as the case may be. In this Agreement, “PerfectMind Technologies” means concepts, inventions, systems, processes, techniques, methodologies, know-how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, developed by, owned by, or licensed to, PerfectMind; and “Content” means all materials and content, including designs, editorials, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business management use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You agree not to reverse engineer the Service, or access the Service in order to (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the Service; or (iii) copy any ideas, features, functions or graphics of the Service. You may not assign this license, right of use or the Content to any third-party. You may not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device, other than as provided by PerfectMind built-in functionality such as PerfectMind widgets. User licenses cannot be shared or used by more than one individual user but may be reassigned from time to time to new users within your organization who are replacing former users who no longer require access to the Service.
You are responsible for any and all activities that occur under the user licenses/accounts issued to your organization. You will abide by, and will ensure that all users of user licenses issued to your organization will abide by, all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with the use of the Service. You will (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Content contrary to this Agreement that you or any of the users of user licenses issued to your organization become aware of or suspect; (iii) assure that the use of the Service will at all times comply with all applicable laws, including without limitation, those related to personal information (data) privacy, international communications, and the exportation of technical or personal data; and (iv) will ensure that the users of user licenses issued to your organization will not, impersonate another PerfectMind user or provide false identity information to gain access to or use the Service.
You will not use the Service for sending unsolicited email messages sometimes called "spam". All email messages that you send using the Service will comply with all applicable laws and regulations, including those relating to commercial electronic messages. You acknowledge and agree that we may terminate this Agreement and your access to the Services if we, in our reasonable discretion, determine that your activities that use the Service do not comply with the applicable laws and regulations, including those relating to commercial electronic messages.
Without restricting the scope of the foregoing, you agree to the following:
(a) You will use the Service to send messages only to those recipients who have consented to receive messages from you. For recipients located in Canada or who have Canadian email accounts, the recipient’s consent must be express (opt in). It is not sufficient consent for sending email messages if the prospective recipient of the email message participates in a survey or registers for an event that you conducted, clicks "Like" on your Facebook® page, or "follows" you on Twitter®. You specifically agree not to use the Service to send messages to distribution lists, newsgroups, publicly available press or media addresses or purchased email addresses.
(b) When using the Service, you will represent yourself and/or your organization accurately and will not impersonate any other person, whether actual or fictitious. You specifically agree that for all messages that you send using the Service (i) the "from" line of the message will accurately and in a non-deceptive manner identify your organization; (ii) the "subject" line of the message will not contain any deceptive or misleading content regarding the overall subject matter of the message, and (iii) the message will include the contact information of the user who sends the message or another individual within your organization who may be readily contacted by the recipient, and such contact information will remain valid for at least 60 days after the message is sent.
(c) Every message sent using the Service will contain an "unsubscribe" link that allows recipient to remove himself/herself/itself from your contact list and specify an electronic address on the World Wide Web that can be accessed by the recipient of the message for the purpose of unsubscribing. You will give effect to an unsubscribe requests received by you without delay, and in any event in later than 10 days after the submission of the request. You may not charge a fee, require the recipient to provide any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for giving effect to an unsubscribe request. You acknowledge that you will be responsible for maintaining and giving effect to the list of unsubscribe requests following termination of this Agreement.
We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email messages to be sent or unauthorized email campaigns to be conducted using the Service.
All data, information, materials, including any Content, submitted, entered, uploaded or inputted by you or on your behalf to the Service (“Customer Data”), whether posted by you or by third parties, will remain the sole property of you or such third parties, as the case may be, unless specifically notified in advance. You, and not PerfectMind, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and PerfectMind will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You acknowledge and agree that your right to access or use Customer Data ceases immediately upon expiration or termination of this Agreement for any reason. If you submit a request to us in writing by no later than 30 days after the date of any expiration or termination of this Agreement, and provided that all your accounts have been paid in full, we will make available to you a file of Customer Data within 30 days after we receive your request. Notwithstanding anything else in this Agreement, we reserve the right to withhold, remove and/or discard Customer Data without notice if we do not receive a written request from you for the Customer Data within the 30 day period after the termination or expiration of this Agreement, or if all your accounts are not paid in full within that 30 day period, and you acknowledge and agree that we will have no liability to you or to the third party owner(s) of Customer Data for any such withholding, removal or discarding, and you will indemnify and hold us harmless from and against any third party claim in connection with loss of the Customer Data.
This Agreement becomes effective on the earlier of the date when you sign and deliver the Client Registration Agreement to us, or the date when you first start using the Service (including on a free trial basis if applicable). Unless specified otherwise in the Client Registration Agreement. In the case of free trials, notifications that we provide through the Service indicating the remaining number of days in the free trial period shall constitute notice of termination and this Agreement and the license granted to the Customer under this Agreement will terminate on the date provided in the notice. Please ensure to read the paragraph above under the heading “Customer Data” regarding your option to make a request for the Customer Data upon any termination or expiration of this Agreement, and our right to remove and discard the Customer Data if your request or payment of outstanding accounts is not made in a timely manner.
We, in our sole discretion, may terminate this Agreement and your use of the Service if you materially breach or otherwise fail to comply with this Agreement, and you fail to rectify such breach or failure to comply within five (5) days after we give you notice. For clarity only and without limiting the scope of the previous sentence, having an Account in Default (i.e., an account in arrears for more than 30 days) or unauthorized use of the PerfectMind Technologies or Service will be deemed a material breach of this Agreement. We may terminate a free trial account if the Customer does not first log on within 30 days after registration or if 90 days have passed since the Customer last logged on.
PerfectMind and its licensors, where applicable, will be the sole owners of all right, title and interest, including all related intellectual property rights, in and to the PerfectMind Technologies, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, PerfectMind Technologies, or intellectual property owned by PerfectMind to the Customer. PerfectMind’s name, its logos, and all the trademarks associated with the Service are trademarks of PERFECTMIND INC. or its affiliates or licensors, as the case may be, and may not be used without PerfectMind’s express prior written consent.
During your use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity is solely between you and the applicable third-party. PerfectMind and its licensors will have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through the Service. We provide these links to you only as a matter of convenience, and in no event will PerfectMind or its licensors be responsible for any content, products, or other materials on or available from such sites.
We provide the Service to you pursuant to the terms of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware, or services, that are to be used in connection with your use of the Service, may require you to enter into other agreements or consent to other terms and conditions prior to your use of or access to such software, hardware, or services.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. We represent and warrant that we will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with our online help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service, that the Customer's billing information is correct, and if the Customer is a legal entity, the individual who signed and delivered the Client Registration Agreement has the authority to do so on behalf of the Customer.
You will indemnify and hold PerfectMind, its licensors and each such party's parent, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (the “PerfectMind Group”) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation of your representations and warranties; or (iii) your breach, or a breach by a user for whom you are responsible, of this Agreement. We will use commercially reasonable efforts to promptly give written notice of any claim for which we seek indemnity and to give you sole control of the defence and settlement of the claim (provided that you may not settle any claim unless it unconditionally releases PerfectMind Group of all liability and such settlement does not affect PerfectMind’s business or Service.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PERFECTMIND AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, CONDITION OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PERFECTMIND AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OR IN CONNECTION WITH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS WILL BE CORRECTED, OR (VI) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" AND “AS AVAILABLE BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PERFECTMIND AND ITS LICENSORS.
The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We will not be responsible for any delays, delivery failures, or other damage resulting from such problems.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PERFECTMIND AGGREGATE LIABILITY TO YOU FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL PERFECTMIND AND/OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF PERFECTMIND OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This site provides services and uses software and technology that may be subject to Canadian export control regulations. You represent and warrant that you are not a person to whom the provision of the Service incorporating the PerfectMind Technology is prohibited because of (i) your nationality, residency or jurisdiction of incorporation; (ii) the nature of activities carried on by you; or (iii) any other reason, and you will not use the Service to conduct or facilitate transaction with any such person. You specifically represent and warrant that you will not use the Service or the Content in any way, directly or indirectly, in connection with nuclear activities, chemical or biological weapons or missile projects. Notwithstanding anything else in this Agreement, we will have the right to terminate this Agreement and your access to the Service immediately upon notice if we reasonably believe that your representations and warranties in this paragraph are or have become false. PerfectMind and its licensors make no representation that the Service or the Content is legal, appropriate or available for use in other jurisdictions. If the Customer uses the Service from outside of Canada, the Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
We may provide notices to you in relation to changes to the Service, changes to applicable fees and charges, any breach of this Agreement and any other matter relating to the Service or this Agreement and you consent to such communications by us. We may provide notice to you by means of a general notice on the Service, electronic mail to the email address on record in our account information, or by written communication sent by first class mail or pre-paid post to the your address on record in our account information. Such notice shall be deemed to have been given upon the expiration of three (3) days after mailing or posting (if sent by first class mail or pre-paid post) or one (1) day after sending (if sent by email). You may give notice to PerfectMind (such notice shall be deemed given when received by PerfectMind) at any time by any of the following: letter sent by confirmed facsimile to PerfectMind at the following fax number: 1-855-615-5253; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to PerfectMind at the following address: PerfectMind Inc., 2nd Floor, 4333 Still Creek Drive Burnaby, British Columbia V5C 6S6, addressed to the attention of: Director of Sales or Sales Manager.
We reserve the right to change the terms and conditions of this Agreement or our policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on our website at www.perfectmind.com or another designated web site. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
You may not assign this Agreement without the prior written approval of PerfectMind, such approval being in PerfectMind’s sole discretion. PerfectMind may assign this Agreement including all of its rights and obligations under this Agreement, upon notice to you. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by the laws of British Columbia the laws of Canada effective in British Columbia, without regard to the choice or conflict of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of British Columbia, Canada. No text or information set forth on any purchase order, pre-printed form or document (other than the Client Registration Agreement) shall add to, delete or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be wholly or partially invalid or unenforceable, such invalid or unenforceable provision or part thereof will be severed from this Agreement without in any way invalidating or impairing the other provisions of this Agreement which shall remain in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the Customer and PerfectMind as a result of this agreement or use of the Service. The failure of PerfectMind to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision, or any other right or provision, unless acknowledged and agreed to by PerfectMind in writing. This Agreement (which, for clarity includes, any Client Registration Agreement signed and delivered by the Customer) comprises the entire agreement between you and PerfectMind and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. PerfectMind shall not be liable to you for any delay or failure in performance under this Agreement arising out of a cause beyond PerfectMind’s control or without its fault or negligence, including without limitation, fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of regulatory agencies, or national disasters. If PerfectMind’s performance of its obligations is delayed or prevented by circumstances beyond its reasonable control, we will notify you of the nature and extent, effect and likely duration of such circumstances.