These Comeet API Terms (“Terms”) are between Comeet Technologies, Inc. (“Comeet”, “we”, “ours”, “us”) and you, as the partner (“Partner”, “you”, “your”) making use of Comeet’s API (as defined below). Please read these Terms carefully as you will be deemed to have agreed to these Terms by accessing or using the API. If you do not agree to these Terms, do not access or use the API. These Terms will apply even if you have signed another agreement with Comeet which would otherwise limit the applicability of these Terms to you through an “Entire Agreement” or similar clause. WHEREAS Comeet has a software-as-a-service applicant tracking system that allows its customers (each, an “Organization”) to manage the information and process for recruiting candidates for employment (the “Platform”); and WHEREAS Comeet and Partner wish to cooperate in offering the Organization certain services of Partner using one or more of Comeet’s Application Programming Interfaces, as further described on this webpage (“API”). NOW THEREFORE, the parties agree as follows:
1. About the API
Depending on the permissions granted to Partner by Comeet with respect to the APIs, as determined at Comeet’s sole discretion, Partner may be able to integrate Partner’s application, product and/or services with the Platform, and thereby access, transfer and/or make available through the Platform certain data or information submitted or provided by Partner, the Organization or another authorized third party (“Data”) for the specific purposes and processing activities requested and instructed by the Organization.
2. Using the API and the Data
The Partner shall follow the applicable steps and instructions for the implementation of the API and the certification of the integration created by the Partner, as provided or notified by Comeet for the applicable API on the Comeet website or otherwise.
Subject to the terms and conditions of these Terms, Comeet hereby grants Partner, during the Term, a non-exclusive, non-transferable, worldwide right to implement and use one or more of the APIs offered by Comeet with a certain level of access (as determined by Comeet at its sole discretion), to connect the Partner’s application, product and/or service with Comeet’s Platform for the benefit of the Organization. For the avoidance of doubt, Comeet may, at its sole discretion, change the APIs, including, without limitation, the level of access, their availability, their content and functionalities; provided however that Comeet will notify Partner in writing of any such material changes which require Partner to make adjustments and implement updates, at least ten (10) days in advance.
Subject to these Terms and the API’s technical restrictions and limitations, you may access and use the API, strictly for and on behalf of the Organization and only for the purposes Comeet has specified for each API, as published from time to time on this webpage.
Use of the API is subject to prior testing by Partner to ensure that the API is compliant with the Partner’s application, product and/or service and that such use will not adversely impact any party, including, the Organization or its end-users and/or candidates.
You are solely and fully responsible for all costs, expenses, losses and/or liabilities incurred and for all activities you undertake in connection with the use of the API and the Data. You assume sole and exclusive responsibility for any act or omission with respect to the use or misuse of the API and the Data. Notwithstanding anything to the contrary, Comeet has no responsibility or liability, regarding your reliance upon, or use of, the API and the Data, the actions or omissions you take (or refrain from taking) in connection with the API and/or the Data, or any consequences resulting therefrom.
WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE API, AS WELL AS MISUSE OF THE API. WE MAY SUSPEND OR TERMINATE PARTNERS’ ACCESS TO, OR USE OF, THE API AND/OR THE DATA, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT PARTNER ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE API AND/OR THE DATA. COMEET MAY MONITOR PARTNER’S USE OF THE API TO ENSURE QUALITY, VERIFICATION OF COMPLIANCE WITH THESE TERMS AND ALSO IN ORDER TO IMPROVE THE COMEET PRODUCTS AND SERVICES, INCLUDING THE API.
Partner represents and warrants that Partner shall use the API in accordance with these Terms, applicable laws and regulations and will not violate any third party rights of any kind. Partner shall be solely responsible to provide all necessary disclosures and explanations to the Organization with respect to the Partner’s application, product and/or service.
To the extent the Partner is allowing any third party to integrate and/or access any Data via the API (“Third Party Integrator”), Partner hereby represents, warrants and covenants to Comeet that: (a) Partner complies, and will comply at all times, with any and all applicable laws and regulations in connection with the use of Third Party Integrator; (b) Partner shall ensure that such Third Party Integrator complies with these Terms; (c) Partner shall remain fully responsible and liable at all times for any acts and/or omissions of any Third Party Integrator; and (d) under the agreement between the Partner and each Organization (as described under Section 4.2 below), Partner has all necessary rights, licenses and/or consents to implement, use and/or share Data with such Third Party Integrator. Notwithstanding anything to the contrary, Partner agrees to indemnify, defend and hold harmless Comeet and its affiliates and its and their officers, directors, employees, vendors, successors and assigns, from any and all losses, liabilities, damages, fines, penalties and claims, and all related costs and expenses (including reasonable legal fees) arising from, in connection with, or based on, any Third Party Integrator and/or any breach of any provision under these Terms related to such Third Party Integrator.
Partner must strictly follow and adhere to the API guidelines, technical restrictions and instructions, as set forth on this webpage, that Comeet conveys with respect to each API. Notwithstanding anything to the contrary, Comeet may update and change the API documentation at Comeet’s sole discretion, and Comeet will make available an updated version of the documentation online, and Comeet will publish the changes under the “Changelog” section for each API.
Partner may use the API only if the resulting use adds significant and primary functionality over and beyond the features of the API that Partner integrates, includes or combines.
Except as relevant law may otherwise require to be permitted, Partner shall not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the API, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.
Partner may not use the API in order to develop, create, and/or permit others to develop or create, a product and/or service similar and/or competitive with the API and/or the Platform and/or any of its services and products.
Partner shall not do or attempt to do any of the following in connection with the API: (i) breach the security of the API, identify, probe or scan any security vulnerabilities in the API, or access Data not intended for Partner; (ii) interfere with, circumvent, manipulate, overload, impair or disrupt the operation, or the functionality of the API; (iii) work around or circumvent any technical limitations in the API; (iv) use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the API; (vii) impersonate any person or entity, or make any false statements pertaining to Partner’s identity; (viii) use the API in a scope or manner that may adversely impact the availability, stability or responsiveness of the API; (viii) forge any TCP/IP packet header or any part of the header information in any email; (ix) send any virus, worm, Trojan horse or other malicious or harmful code or attachment; or (x) transmit, or attempt to transmit spam messages or communications.
Partner shall not use robots, crawlers and similar applications to scrape, harvest, collect or compile content, data and/or information of any kind from or through the API. The foregoing shall not apply to acts of scraping, harvesting, collecting or compiling content through the API’s official, documented API, to the extent that the API’s documented functionalities and purposes are consistent with such activities.
Partner shall not transmit, submit, solicit, post, offer, and/or add any Data that: (A) violates the rights of others, including, without limitation, by defaming, abusing, or stalking any person; (B) to its knowledge, infringes (or results in the infringement of) the intellectual property rights, moral or privacy rights or other rights of any third party; (C) constitutes a falsehood or misrepresentation that may damage Comeet or any third party; or (D) contains the following, or that Partner knows contains links to the following or to locations that in turn contain links to the following: (i) material, content, data and/or information that may be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography or obscene material, (iv) virus, worm, Trojan horse or other malicious or harmful code or attachment; and/or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
PARTNER MAY NOT USE THE API AND/OR THE DATA: (A) FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW, INCLUDING LAWS RELATED TO EXPORT CONTROL, SPAMMING, PRIVACY, INTELLECTUAL PROPERTY, COMPUTER ACCESS, CONSUMER AND CHILD PROTECTION, OBSCENITY OR DEFAMATION; OR (B) IN ANY MANNER THAT IS HARMFUL, THREATENING, ABUSIVE, HARASSING, TORTIOUS, DEFAMATORY, VULGAR, OBSCENE, LIBELOUS OR SIMILARLY OFFENSIVE.
Partner acknowledges and understands that the Data may include personal data or personally identifiable information (“Personal Data”), which is subject to applicable laws and regulations, including, without limitation, those applicable to privacy, data protection, and data retention. Partner represents, warrants and covenants that it will process the Data in full compliance with any and all applicable laws and regulations (including, without limitation, data protection or data processing laws and regulations) and only for the specific purposes and instructions of the respective Organization. Partner shall share, transfer and make the Data available to the Organization via the API solely as requested by the Organization established under the data processing agreement which may be executed between Partner and the Organization, and provided that in any event, Partner shall remain liable at all times for its own (and its sub-processors') acts and/or omissions. Additionally, the Data may include the contact information of users of the Organization. Partner shall only use this Data and contact information to deliver operational and administrative messages relating to the service to the specific Organization; provided that Partner shall not use such Data and contact information to send any promotional or advertising messages, marketing or spam communications, whether from the Partner or a third party’s. Partner may (subject to its own and fully responsibility and liability) only use the email and phone number for promotions about its additional subscription to the staff at Organization who have a role in recruitment, if all of the following are met: (a) the Organization has consented to this activity, and (b) partner is in compliance with any and all applicable laws.
Each party, shall have any and all agreements (commercial, privacy, and any other required agreement) and obtain any and all required consents, authorizations, permissions and/or instructions from the Organization, including those applicable to the processing, data retention, and transfer of Data via the API. Notwithstanding anything to the contrary, if Comeet notifies and/or requests Partner to delete any Data (for any reason), Partner shall promptly delete all such Data within seven (7) days of Comeet’s notice thereof and furnish Comeet with written certification of such deletion; unless Partner has a contract with such Organization specifically allowing Partner to retain a copy of the Data and in such case Partner shall inform Comeet of such situation in writing.
Comeet and Partner may agree in an additional commercial agreement (“Partner Agreement”) on the applicable fees or revenue share (if any) relevant for the use of the API.
6. Term and Termination
These Terms shall continue in full force and effect until terminated pursuant to this Section.
If the API provided hereunder is subject to a Partner Agreement, then these Terms shall be deemed terminated upon expiration or termination of the Partner Agreement and subject to the relevant terms thereof; provided that to the extent that a Partner Agreement was executed and the Partner Agreement was terminated (for whatever reason), these Terms shall remain in full effect and shall apply until Partner stops using the API.
Partner may terminate these Terms (subject at all times to any agreed minimum terms, payment for early termination, or other provisions that survive termination) at any time by providing Comeet with written notice, duly executed by an authorized signatory of the Partner, of such termination and confirmation that Partner has ceased, and has caused all of its users to cease, any further use of the API. Termination shall enter into effect fourteen (14) days after Comeet’s receipt of said notice. Without derogating from the aforesaid, Comeet may terminate these Terms at any time and for whatever reason by providing Partner with fourteen (14) days’ prior written notice sent to Partner’s email address that Comeet has on file.
Either party may terminate these Terms: (a) in the event of any material breach of these Terms by the other party, where the breach remains uncured for fifteen (15) days following written notice thereof from the non-breaching party to the breaching party; (b) if the terminating party is required to do so by law; or (c) if the other party (i) becomes or is declared insolvent or bankrupt, or (ii) makes an assignment for the benefit of creditors or takes, or is involuntarily subject to, any such other similar action in any relevant jurisdiction.
Upon termination of these Terms, Partner must cease use of the API.
The provisions herein that, by their nature, would survive termination of these Terms, shall so survive, including Sections 6.5, 6.6, 7, 8, and 10-17.
7. Intellectual Property
Except for the limited use of the API permitted above, these Terms do not grant Partner or assign to Partner, any license, right, title, or interest in or to the API or the intellectual property rights therein. All rights, title and interest, including, without limitation, copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the API or any part thereof, including computer code, are and will remain at all times, owned by Comeet.
Neither party may use any name, trademark, logo or domain name that is similar to the other party’s trademarks (whether registered or not), logos and Internet domain names without the other party’s written consent; provided that each party may withdraw its consent to such use at any time, in which case such party shall promptly cease such use, as requested by the other party. Either party must refrain from any action or omission that may dilute or damage the other party’s goodwill. Notwithstanding anything to the contrary in this Section, Comeet is hereby permitted to use Partner’s name and logo on the Platform and websites to indicate to Organizations that the Partner’s integration is available on the Platform.
8. Confidential Information
Each party may have access to certain non-public proprietary, confidential or trade secret information or data of the other party, including, without limitation, the API code, whether furnished before or after these Terms, regardless of the manner in which it is furnished, which information or data, given the totality of the circumstances, a reasonable person or entity has reason to believe is proprietary, confidential or competitively sensitive and/or because it is marked as confidential (collectively, “Confidential Information”). Confidential Information shall exclude any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to the disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; or (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms and/or any use of or reference to the Confidential Information.
The receiving party shall not use the Confidential Information of the disclosing party for any purposes or activities other than for the performance of these Terms. Each party shall keep the Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which in any event is no less than a reasonable degree of care, and shall not disclose the disclosing party’s Confidential Information to any third parties, other than to its employees and contractors (collectively, “Representatives”) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein. In any event, the receiving party shall remain liable at all times for any acts and/or omissions of its Representatives with respect to the disclosing party’s Confidential Information.
If the receiving party is required by an order of a court, administrative agency or other government body to disclose Confidential Information, the receiving party shall provide the disclosing party with prompt written notice of such order to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Without derogating from any other remedies available under applicable law or agreement, the disclosing party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the confidentiality obligations herein. The receiving party’s obligations with respect to Confidential Information shall continue for a period of five (5) years from the date of termination or expiration of these Terms; except that with respect to any trade secrets and Intellectual Property information which are not public, the obligations shall be perpetual and shall survive any termination of these Terms indefinitely. Upon the disclosing party’s written request, the receiving party shall promptly return and deliver to the disclosing party all Confidential Information and any and all copies thereof and shall not retain and/or make copies thereof in whatever form.
9. Quality; Modifications; Support; Disclaimer of Warranty
Comeet will use reasonable efforts to have the API operate properly. However, as an API relies on software and third party networks, infrastructure, hardware and devices, Comeet cannot and does not guarantee that the API will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. If Comeet receives notice, or becomes aware, of any failure or malfunction in the API resulting in the loss of its availability, Comeet will make reasonable efforts to make the API available as soon as practicable. Notwithstanding anything to the contrary, such situation shall not be considered a breach of these Terms.
Comeet may, at any time and in our sole discretion, discontinue or terminate the operation of the API, or any part thereof, temporarily or permanently, for all users, or for certain users, without any liability to Partner; provided that Comeet will make reasonable efforts to notify Partner of same. Comeet may also suspend the provision of the API, in whole, or in part, for all users, or for certain users, for periodic maintenance or similar purposes, without any liability to Partner.
Comeet may, in its sole discretion but without being obligated to do so, maintain the API with updates, modifications, adaptations, improvements, or enhancements, or any of its features, user interfaces, designs or any other aspect related to it. Comeet may do so without being obligated to provide Partner notice thereof. If Comeet enhances the API to include new or additional features or capabilities, Comeet reserves the right to amend these Terms or the applicable fees charged for the API (if any). If Partner does not agree to the amendments, Partner may terminate these Terms pursuant to Subsection 6.3 above. Such updates, modifications, adaptations, improvements, or enhancements to the API may cause errors, glitches or malfunctions in the API’s interoperability with interfacing components. Partner will have no plea, claim or demand against us, and we will have no liability to Partner, for any such interoperability issues.
During the Term, Comeet, either directly or with the assistance of third parties, will use commercially reasonable efforts to provide Partner support for technical questions, problems and/or inquiries regarding the API, during Comeet’s business days and hours, and pursuant to Comeet’s then-applicable support scheme, hours and channels. Comeet will use commercially reasonable efforts to respond to Partner’s technical questions, problems and inquiries within a reasonable time. However, Comeet may decline to provide such support for matters that Comeet deems, in its sole discretion, to require unreasonable time, effort, costs or expenses, and Comeet makes no warranties as to any specific response time or as to the successful or satisfactory resolution of the question, problem or inquiry. For the purpose of our provision of technical support for Partner’s technical questions, problems and inquiries, Partner will cooperate and work closely with Comeet to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as Comeet reasonably requests.
EXCEPT AS SET FORTH IN THESE TERMS, COMEET DOES NOT GUARANTEE, OR MAKE ANY REPRESENTATION, AND COMEET PROVIDES NO WARRANTY, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE API OR REGARDING THE EXPECTED BUSINESS RESULTS, OUTCOME OR OPERATIONAL BENEFITS OF UTILIZING THE API. THE API IS PROVIDED TO PARTNER “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND PARTNER’S USE OF THE API IS AT PARTNER’S OWN RISK. COMEET DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE API, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY AND PERFORMANCE.
10. Limitation of Liability
If the API provided hereunder is subject to a Partner Agreement, then the relevant limitation of liability provisions thereof shall apply also to these Terms. If such API is not subject to a Partner Agreement, then the terms of this Section 10 shall apply. In any case, any liability accrued hereunder shall be aggregated with any liability accrued under the Partner Agreement for purposes of the limitation of liability hereunder and thereunder.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMEET OR PARTNER BE LIABLE UNDER THESE TERMS AND/OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE API, BASED ON ANY THEORY OF RECOVERY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR FOR ANY LOSS OF USE OR DOWNTIME, LOSS OF PROFITS, SAVINGS OR REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF OR CORRUPTION TO DATA, OR ANY DAMAGE RELATING TO THE PROCUREMENT OF ANY SUBSTITUTE SERVICES. FOR THE AVOIDANCE OF DOUBT, NONE OF THE TYPES OF LOSS REFERRED TO IN THE PRECEDING SENTENCE SHALL CONSTITUTE DIRECT LOSS FOR THE PURPOSES OF THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AND AGGREGATE LIABILITY OF COMEET, ITS AFFILIATES AND ITS AND THEIR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON COMEET’S OR THEIR BEHALF, FOR ANY AND ALL DAMAGES TO PARTNER ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE API, SHALL BE LIMITED TO THE FEES FOR THE API PROVIDED HEREUNDER (IF ANY) THAT PARTNER ACTUALLY PAID COMEET IN THE TWELVE (12) MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.
Partner agrees to indemnify, defend and hold harmless Comeet and its affiliates and its and their directors, officers, employees, and vendors, upon Comeet’s request and at Partner’s expense, from, and against, any third party claim and resulting damages, losses, costs, expenses and payments, including reasonable attorney’s fees and legal expenses incurred by Comeet, arising from or related to Partner's breach of any obligation or representation herein.
Comeet will defend Partner from and against any third party claim to the extent alleging that the API, when used by Partner in accordance with these Terms, infringes a third party patent, copyright, trademark or trade secret, and will indemnify and hold harmless Partner against any damages or costs, including reasonable attorney's fees and legal expenses, finally awarded against Partner by a court of competent jurisdiction or agreed in settlement.
The indemnifying party’s obligations in this Section 11 are subject to the indemnifying party receiving (a) prompt notice of the claim; (b) the exclusive right to control and direct the investigation, defense and settlement of the claim, provided that the indemnifying party may not settle any third party claim without the indemnified party’s prior written consent; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs of the indemnified party.
12. Governing Law and Venue
The governing law and court venue provisions of the Partner Agreement shall apply hereto. If no Partner Agreement is applicable, then the following provisions shall apply: Regardless of Partner’s jurisdiction of residence, or the jurisdiction where Partner engages in business or from which Partner accesses the API, Partner’s use of the API and these Terms will be exclusively governed by and construed in accordance with the laws of the State of New York, USA, excluding any otherwise applicable provisions of conflict of laws. In the event that a dispute is not settled by negotiations within thirty (30) days, the state courts in New York County in the State of New York and the federal District Court for the Southern District of New York, respectively, shall have sole and exclusive jurisdiction over any such dispute, and the parties hereto waive any objections thereto including on grounds of lack of personal jurisdiction or forum non-conveniens. Notwithstanding the foregoing, (a) Comeet may lodge a claim against the Partner pursuant to the indemnity clause above, in any court adjudicating a third party claim against Comeet, and (b) nothing herein shall limit Comeet’s right to seek immediate temporary or emergency relief in any other court of competent jurisdiction.
Neither party may assign these Terms without the other party’s prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary, each party will be entitled to assign its rights and obligations arising from these Terms, in whole or in part, without restrictions of any kind due to a consolidation or merger of such party with or into, or a sale of all or substantially all of such party’s assets to, or substantially all of such party’s issued and outstanding share capital to, such other entity. Any other purported assignment without the other party's prior written consent is void.
14. Relationship of the parties
The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.
15. Complete Agreement and Severability
These Terms (together with any Partner Agreement, if any) constitute the entire and complete agreement between Partner and Comeet concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. Comeet may (in its sole discretion) amend these Terms from time to time and, therefore, Partner shall check the Comeet website periodically for the latest version of these Terms. If Comeet makes significant changes to these Terms, Comeet will notify Partner by sending the Partner a notification to the email address which the Partner has provided to Comeet or by other means, and Partner’s continued use of the API three (3) days after the date of such notification shall signify Partner’s acceptance to the revised Terms.
16. No waiver
Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions herein. The waiver by either party of any such breach will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
17. Partner Agreement
In the event of a contradiction or inconsistency between these Terms and the Partner Agreement (if any), the Partner Agreement shall govern, but only to the extent of such contradiction or inconsistency.