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16. Representations
16.1. Mutual Representations
(a) Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
(b) Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
(c) Execution and Delivery. The parties have duly executed and delivered this agreement.
(d) Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
(e) No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.
(f) No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
(i) its articles, bylaws, or any unanimous shareholders agreement,
(ii) any Law to which it is subject,
(iii) any judgment, Order, or decree of any Governmental Authority to which it is subject, or
(iv) any agreement to which it is a party or by which it is bound.
(g) Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to
(i) own, lease, and operate its properties, and
(ii) conduct its business as it is now carried on.
(h) No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
(i) No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
16.2. migo's Representations
(a) Ownership. migo is the exclusive legal owner of the Service, including all Intellectual Property included in the Service and granted under the Service Agreement.
(b) No Conflicting Grant. migo has not granted and is not obligated to grant any license to a third party that would conflict with the Service Agreement.
(e) No Infringement. To the best of migo's knowledge, the Service does not infringe the Intellectual Property rights or other proprietary rights of any third party.
17. User Obligations
17.1. Hardware Obligations. [PARTY B] shall be responsible for
(a) obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and
(b) paying all third party access charges incurred while using the Service.
17.2[PARTY B]'s Use of Services. [PARTY B] shall
(a) abide by all local and international Laws and regulations applicable to its use of the Service,
(b) use the Service only for legal purposes, and
(c) comply with all regulations, policies and procedures of networks connected to the Service Agreement.
18. Restricted Uses. [PARTY B] will not
18.1. upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
18.2. modify, disassemble, decompile or reverse engineer the Service,
18.3. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,
18.4. take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service,
18.5. copy or reproduce the Service,
18.6. maliciously reduce or impair the accessibility of the Service,
18.7. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, and or
18.8 transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.
19. Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties. (See Exhibits- Non-Disclosure Agreement)
20. Term
21.1. Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for twelve (12) months, unless terminated earlier (the "Initial Term").
22.2. Automatic Renewal. At the end of the Initial Term this agreement will automatically renew for renewals terms of twelve (12) months, unless terminated earlier ("Renewals Terms"). There is no limit of renewals terms.
23.3. Election Not to Renew. Either party may elect not to renew this agreement, by providing written notice to the other party at least 30 Business Days before the end of any Term.
24. Limited Warranty
24.1. Service Warranty. The Company will provide the Service in a professional manner consistent with general industry standards.
24.2. Performance Warranty. The Company warrants that the Service will perform substantially in accordance with the Documentation.
24.3. Warranty Disclaimer. The Company does not guarantee that the Service will be error-free, virus-free, or uninterrupted. The Company will not be liable for any unauthorized alteration, theft, or destruction of any of the Customer's data.
25. Ownership of Intellectual Property. Migo will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including Migo's name, logos. and trademarks reproduced through the Service.
26. Termination
26.1. Termination on Notice. Either party may terminate this agreement for any reason on 30 business days written notice to the other party.
26.2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering written notice of the termination to the other party, if
(a) the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
(b) the failure, inaccuracy, or breach continues for a period of ten (10) Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
20.3. Termination for Failure to Pay. migo IQ may terminate this agreement with immediate effect by delivering written notice of the termination to [PARTY B] if [PARTY B] fails to pay the monthly Commision Rates (SEE ATTACHMENT) on time two (2) times over any 12 month period.
27. Effect of Termination
27.1. Pay Outstanding Amounts. [PARTY B] shall immediately pay to migo all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
27.2. Discontinuance of Use. [PARTY B] shall cease all use of the Service upon the effective date of the termination.
27.3. Recovery of Data. [PARTY B] will have [30] days from the date of termination to retrieve any of data that [PARTY B] wishes to keep.
28. Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in San Juan, Puerto Rico in which parties agree to arbitrate. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association (AAA). A party of three (3) arbitrators will be appointed unless the parties agree to utilize one (1) arbitrator. Parties agree that the substantive law shall be the law of Puerto Rico.
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