2019-2020 © All Rights Reserved. Deligate.it Inc.
TERMS OF USE
"Performers"
Last updated: December 20, 2019

Welcome to Deligate! These Terms of Use (the "Terms") are a binding agreement between you and 11333780 Canada Inc., a Canadian corporation ("Deligate"), regarding your access to and use of www.deligate.it and any other associated mobile or web services or applications made generally available by Deligate (collectively, the "Deligate Site"). Deligate and its affiliates provide the Deligate Site to you subject to these Terms. These Terms consist of the terms and conditions below, and incorporate:

  • the Deligates Acceptable Use Policy;
  • the Deligates Privacy Policy ("Privacy Policy");
  • the EU Data Processing Addendum ("DPA"); and
  • any other policies, procedures, and other guidelines that Deligates posts on the Deligates Site or otherwise makes available to you.
By accessing (including by automated means) or registering for the Deligates Site, you accept these Terms and warrant and represent that you are at least 18 years old or the age of legal majority in your jurisdiction and you have authority to bind yourself to these Terms. Please read these Terms carefully.
1. Worker Status.

By signing up as a worker on the Deligate Site ("Performer") to complete tasks for third-party Deligates clients ("Tasks"), you understand and agree that you are an independent contractor of Deligate and that you assume all liability for proper classification as an independent contractor or consultant based on applicable legal guidelines. Nothing contained in these Terms is intended to constitute or create a contract of employment with Deligate, nor will it constitute or create the right to use or continue to use the Deligate Site for any particular period of time. You will, at no time during your affiliation with Deligate, receive any benefits or other incidental perks of employment. Any payment made to you by Deligate is for Tasks completed by you or related thereto, and such payments do not constitute regular salary or compensation for any other purpose. You further agree that Deligate is not restricting in any way your right or ability to perform services for an employer, your own clients, or through any other crowdsourcing service or any other means. You will not represent yourself to clients or anyone else as an employee of Deligate. At all times, you agree and acknowledge that you are an independent contractor of Deligate and will always represent yourself as such.
2. Payment for Tasks.

Following completion of the Tasks you have selected and verification that such Tasks have been adequately completed, Deligate will pay to you the amount specified in relation to such Tasks. Subject to applicable law, Deligate reserves the right to delay or suspend payment during any investigation into your compliance with these Terms, including the Acceptable Use Policy, and a violation of these Terms, in Deligates' sole determination, may result in non-payment to you of some or all amounts accrued as well as suspension or deactivation of your account. Any cross-border cash remittance made to you in connection with your use of the Deligates Site must be made through a locally authorized financial institution or registered foreign exchange agency and may require you to provide Deligate or such entity with certain information, including bank account information for purposes of direct deposit and details regarding the transaction. It is your responsibility to ensure that you have a PayPal or other bank account acceptable to Deligate to receive payments in US Dollars or the specified currency. You understand that neither Deligate nor any related entity is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or any timing issue that may affect the value of payments made to you.
3. Taxes and Tax-Related Items.

Deligate will not deduct from any payments to you any amount for income tax withholding, Social Security or other social contributions, other taxes, or any other amount except as provided by law. As a Performer, you will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to any work or payment received through the >Deligate Site. As a condition of your use of the Deligate Site, you agree to undertake any registration as a self-employed worker, independent contractor, sole proprietor, or similar designation available with the tax authorities in your jurisdiction to ensure the proper payment of any applicable taxes or other amounts as required by law. You are also responsible for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship or other form of business organization.
4. The Deligate Site & Deligate Materials.

a. The Deligate Site Access Grant. Subject to the Terms, Deligate hereby grants you a non-exclusive, non-transferable, right to access and use the Deligate Site solely with supported browsers and or platforms through the Internet for the purpose of performing Tasks as an independent contractor for Deligate All rights not expressly granted to you are reserved by Deligate and its licensors.

b. Deligate Materials License. To the extent Deligate, its subsidiaries, affiliates, successors or assigns, supply any materials including any text, images, video, audio recordings, trainings, third-party Performer Content (as defined in Section 5(e) below), devices, records, data, notes, reports, proposals, lists, correspondence, specifications, other documents or property, or reproductions of any of the aforementioned items to you (collectively, "Deligate Materials"), Deligate grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Deligate Materials solely in connection with performing the Tasks.

c. Ownership. Except as provided in this Section 4, you obtain no rights under these Terms from Deligate or its licensors to the Deligate Site or Deligate Materials, including any related Intellectual Property Rights (defined below in Section 6 (Work Product)). You acknowledge and agree that, as between the parties, Deligate and its licensors own all right, title, and interest in and to the Deligate Site and Deligate Materials, including all Intellectual Property Rights therein. All trademarks, service marks, logos, trade names, and any other source identifiers of Deligate used on or in connection with the Deligate Systems (as defined in Section 5(e) below), Deligate Materials, or Performer Content are trademarks or registered trademarks of Deligate in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Deligate Systems, Deligate Materials, or Performer Content are used for identification purposes only and may be the property of their respective owners.
5. Your Use of the Deligate Site.

a. Performance of Tasks. You must comply with the Deligate Acceptable Use Policy at all times and you should review it carefully for detailed information on such topics as your account, security on the Deligate Site, and prohibited activities.

b. Accuracy. Deligate reserves the right to confirm the accuracy of the Tasks you complete or any other deliverables you provide via the Deligate Site and to deactivate your account due to repeated incorrect answers to Tasks, as well as cancel all payments to you. By signing up on the Deligate Site or otherwise accessing or using the Deligate Site, you agree that Deligate has the full authority to determine whether answers provided by you are answered correctly and sufficiently and you agree to abide by all decisions made by Deligate about your participation.

c. You Choose Your Work. You will be responsible for determining which Tasks you choose to participate in and when, where, and how you do so. Subject to any limits that may be imposed by Deligate, the frequency of your use of the Deligate Site and your method of completing specified client Tasks remain at all times at your discretion. You are not required to use the Deligate Site at any specified time or day.

d. Equipment & Expenses. You will be responsible for providing all necessary tools or equipment that you need to perform the Tasks. You are responsible for obtaining the data network access necessary to use the Deligate Site. Your mobile network's data and messaging rates and fees may apply if you access or use the Deligate Site from your mobile device. Deligate does not guarantee that the Deligate Site, or any portion thereof, will function on any particular hardware or devices. In addition, the Deligate Site may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Deligate will not reimburse you for any expenses incurred in performing your selected Tasks.

e. Deligate Systems. Deligate may permit you from time to time to submit, upload, publish or otherwise make available to Deligate and other users, through the Deligate Site or other platforms used by Performer to communicate about the Deligate Site (collectively "Deligate Systems"), textual, audio, and/or visual content and information, including commentary, questions, and feedback related to the Deligate Site, support requests, and submission of entries for competitions and promotions (collectively, "Performer Content"). All Performer Content must conform to the Deligate Acceptable Use Policy. Deligate reserves the right to filter and block any Performer Content or activity in violation of the Acceptable Use Policy.

f. Third-Party Services. Deligate Systems may contain links to third-party websites or resources ("Third-Party Services"). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Deligate is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Deligate of such Third-Party Services.
6. Work Product.

a. Definitions.

i . "Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (1) rights associated with works of authorship, including exclusive exploitation rights, copyrights, attribution, paternity, integrity, modification, disclosure and withdrawal, mask work rights, and any other rights throughout the world that may be known or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively, "Moral Rights"); (2) trademark and trade name rights and similar rights; (3) trade secret rights and contractual rights of nondisclosure; (4) patent and industrial property rights; (5) other proprietary rights of every kind and nature; and (6) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (1) through (5) of this sentence.

ii. "Work Product" means all deliverables to be provided hereunder, including but not limited to all (1) Performer Content, responses to client questions, completed Tasks, and any deliverables provided by you in connection with your use of Deligate Systems; (2) any discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable; and (3) any new product, machine, method, procedure, process, technique, use, equipment, device, apparatus, system, design or configuration of any kind, or any improvement thereon.

b. Ownership and Assignment of Work Product. You acknowledge and agree that Deligate will own all right title and interest, including Intellectual Property Rights, in the Work Product. All Work Product that constitutes works of authorship will be considered "works made for hire" to the fullest extent allowed by applicable law. In the event that any Work Product, or portion thereof, is not construed to be a work made for hire, you hereby irrevocably and unconditionally assign to Deligate all right, title, and interest throughout the world in and to such Work Product or portion thereof and all Intellectual Property Rights thereto.

c. Waiver and License of Other Rights. If any Intellectual Property Rights, including Moral Rights, in the Work Product cannot (as a matter of law) be assigned by you to Deligate as provided in Section 5(b), then: (i) you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against Deligate with respect to such rights; and (ii) regardless of whether you are permitted (as a matter of law) to make such waiver, you unconditionally grant to Deligate an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (1) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered; (2) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product; and (3) to exercise any and all other present or future rights in the Work Product.

d. Further Assurance. At Deligates' request from time to time, you will: (i) cooperate with and assist Deligate or its designee, both during and after the term of these Terms, in perfecting, maintaining, protecting, and enforcing Deligates' or its designee's Intellectual Property Rights and other rights in the Work Product in any and all countries, and (ii) promptly execute and deliver to Deligate or its designee any documents deemed necessary or appropriate by Deligate or its designee in its discretion to perfect, maintain, protect, or enforce Deligates' rights in the Work Product or otherwise carry out the purpose of these Terms. Without limiting the generality of the foregoing, if you have made an invention in the Work Product, you will execute applications, declarations and assignments as requested by Deligate or its designee for the purpose of applying for a patent on such invention in any countries of Deligates' choice, including assignments of any continuation, continuation-in-part, divisional, reissue, re-exam, PCT or other applications based on such applications.

e. Power of Attorney. You hereby irrevocably designate and appoint Deligateand its duly authorized officers and agents as your agent and attorney-in-fact to act for and in your behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Work Product.
7. Confidentiality.

Confidentiality of Deligate Materials. You understand that Deligate Materials, Performer Content, and the Work Product (collectively, "Confidential Information") include information and physical material not generally known or available outside of Deligate and information and physical material entrusted to Deligatein confidence by third parties. You agree to (i) hold Confidential Information in the strictest confidence; (ii) not to use Confidential Information, except for the benefit of Deligate to the extent necessary to perform Tasks; and (iii) not to disclose to any person, firm, corporation or other entity, without written authorization from Deligate in each instance, any Confidential Information that you obtain, access or create via Deligate Systems. You further agree not to make copies of Confidential Information except as authorized by Deligate. Your agreement to this Section 7 is intended to be for the benefit of Deligate and any third party that has entrusted information or physical material to Deligatein confidence. These Terms are intended to supplement, and not to supersede, any rights Deligate may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
8. Compliance.

Deligate Systems may be used only for lawful purposes and in a lawful manner consistent with the Deligate Acceptable Use Policy. In connection with your use of Deligate Systems, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. You represent and warrant that (a) neither you nor your financial institution(s) are subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, Canadian government, the U.S. government, the European Union or its member states, or other applicable government authority; and (b) you are not located in and do not perform any Tasks in in a country that is subject to a Canadian government embargo, or that has been designated by the Canadian government as a "terrorist supporting" country. You may not export, re-export, or transmit any Deligate Materials to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, Canadian government, the European Union, or any other applicable government authority.
9. Warranties; Disclaimer.

a. Performer Warranty. You represent and warrant that: (i) you are the sole and exclusive owner of all Performer Content you submit; and (ii) neither your PerformerContent, nor your submission, uploading, publishing or otherwise making available of such Performer Content, nor Deligates' use of the Performer Content as permitted herein will infringe, misappropriate or violate a third party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

b. Deligate Warranty Disclaimer.

THE DELIGATE SYSTEMS AND DELIGATE MATERIALS ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE DELIGATE SYSTEMS AND DELIGATE MATERIALS ARE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DELIGATE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE DELIGATE SYSTEMS OR DELIGATE MATERIALS, AND DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE DELIGATE SYSTEMS OR DELIGATE MATERIALS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT, RELIABLE, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; © ANY WARRANTY THAT THE INFORMATION, CONTENT, MATERIALS, OR SUBMISSIONS INCLUDED ON THE DELIGATE SYSTEMS WILL BE AS REPRESENTED BY DELIGATES' CLIENTS OR OTHER USERS, OR (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
10. Indemnification.

You will indemnify, defend and hold harmless Deligate and its affiliates (and their respective officers, directors, employees, directors, agents and representatives) from and against any and all losses, costs, expenses, damages or other liabilities (including attorneys' fees and related legal expenses) incurred by Deligate arising directly or indirectly from or related to any cause of action, claim, suit, proceeding, investigation, demand or action brought by a third party against Deligate in connection with or resulting from: (i) your use of Deligate Systems in violation of applicable law or these Terms; (ii) any payment obligation or any liability arising from the tax treatment (including income tax withholdings, social contributions, or any other required deductions or associated penalties and interest) of payments or any portion thereof, incurred through or paid to you from your use of the Deligate Site; (ii) any grossly negligent or intentional wrongdoing by you in your use of Deligate Systems; (iii) any violation of a third party's rights, including Intellectual Property Rights, resulting in whole or in part from your use of Deligate Systems and any other deliverable provided by you to Deligate; and (iv) a dispute between you and any other Deligate Systems Performer or other user.
11. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DELIGATE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THESE TERMS, THE DELIGATE SYSTEMS, OR DELIGATE MATERIALS, EVEN IF DELIGATE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DELIGATES' AGGREGATE LIABILITY ARISING IN CONNECTION WITH THESE TERMS, THE DELIGATES SYSTEMS, OR DELIGATE MATERIALS EXCEED THE TOTAL AMOUNT OF FEES EARNED BY PERFORMER IN CONNECTION WITH DELIGATE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR ONE THOUSAND U.S. DOLLARS, IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. DELIGATES' LICENSORS AND SUPPLIER WILL HAVE NO LIABILITY OF ANY KIND UNDER THESE TERMS.

If you reside outside the U.S., these limitations may not apply to you because some jurisdictions do not allow limitations on implied warranties, liability for consequential or incidental damages, or other liability,
12. Applicable Law; Disputes.

a. U.S. Residents/U.S Establishment or U.S. Claims.

i. Arbitration Applicability. If your country of residence or establishment is Canada, the parties mutually agree that any dispute relating in any way to these Terms, the Deligate Systems, or Deligate Materials will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. If there is a dispute about whether this arbitration agreement can be enforced or applies, the parties agree that the arbitrator will decide that issue. The Federal Arbitration Act and Ontario Arbitration Act, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and Deligate.

ii. Exceptions. Notwithstanding anything to the contrary in these Terms, either party may bring suit in court (1) to enjoin actual or threatened infringement or other misuse of Intellectual Property Rights; and (2) for claims seeking emergency injunctive relief based on exigent circumstances (e.g. imminent danger or commission of a crime, hacking, cyber-attack).

iii. Jury Trial Waiver. The parties waive the right to a trial by jury as to all arbitrable disputes.

iv. Changes. Notwithstanding the provision of Section 15 (Modifications to the Terms), if Deligate changes this Section 12 (Applicable Law; Disputes) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending Deligate written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Deligate' email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any dispute between you and Deligate (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any dispute between you and Deligate.

b. No Class Action or Representative Proceedings. The parties agree that, to the fullest extent permitted by law, any dispute resolution proceedings will be conducted only on an individual basis and not in class action lawsuit, class-wide arbitration, private attorney general action, or representative proceedings. Further, unless the parties otherwise agree in writing, the arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of any class or representative proceeding. If the "class action lawsuit" waiver or the "class-wide arbitration" waiver in this Section 12(b) is held unenforceable with respect to any dispute, then then the entirety Section 12(a) will be deemed void with respect to such dispute and the dispute must proceed in court pursuant to Section 12©. If the "private attorney general action" waiver or the "representative proceeding" waiver in this Section 12(b) is held unenforceable with respect to any dispute, those waivers may be severed from this Section 12 and you and Deligate agree that any private attorney general claims and representative claims in the dispute will be brought pursuant to Section 12© and severed and stayed, pending the resolution of any arbitrable claims in the dispute in individual arbitration.

c. Rest of the World. To the extent permitted by applicable law, any judicial proceedings relating to Deligate Systems or Deligate Materials (other than small claims actions) that are excluded from arbitration under Section 12(a) and 12(b) will be governed he laws of Ontario and the laws of Canada applicable therein without regard to its conflict of law provisions and subject to the exclusive venue and jurisdiction of the state or federal courts located in Toronto, Ontario. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.


d. Severability. Except as provided in Section 12(b) (No Class Action or Representative Proceedings), in the event that any portion of this Section 12 is deemed illegal or unenforceable, such provision will be severed and the remainder of Section 12 will be given full force and effect.

e. Survival. Except as provided in Section 12(b) (No Class Action or Representative Proceedings) and subject to Section 14 (Termination; Access Restriction), this Section 12 will survive any termination of these Terms and will continue to apply even if you stop using Deligate Systems or deactivate your account.
13. Text Messaging and Telephone Calls.

You agree that Deligate may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with a Deligate account, including for marketing purposes. You also understand that you may opt out of receiving text messages from Deligate at any time, either by texting the word "STOP" or other instruction to the Deligate text you receive using the mobile device that is receiving the messages, or by contacting [email protected]
14. Termination;

Access Restriction. These Terms are effective until terminated pursuant to this Section 14. You may deactivate your account and terminate these Terms at any time. Deligate may terminate these Terms, deactivate or suspend your account and access to the Deligate Systems, or remove any Task listings immediately without prior notice for any reason. Upon any account termination or suspension or the termination of these Terms, your right to use the Deligate Systems will cease, and you will not be able to retrieve any information related to your account; unless your account was deactivated or suspended for cause, Deligate will issue a final payment for Tasks already completed. If your account was deactivated or suspended for cause, remaining fees payable may be forfeited in Deligates' sole discretion. Sections 3, 4©, 4(d), and 6-16 will survive any termination of these Terms.
15. Modifications to the Terms.

Deligate may modify these Terms in the future by posting the modified terms on the Deligate Site, with an updated "Last Updated" date. Deligate will also provide you with notice of modifications via email or through the logged-in Deligate Site. If you disagree with the revised Terms, you may terminate these Terms with immediate effect and deactivate your account. We will inform you about your right to terminate these Terms in the notification email. Continued use of the Deligate Systems will constitute your acceptance of the modified terms.
16. General Provisions.

a. Entire Agreement. These Terms are the entire agreement between you and Deligate regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Deligate, whether written or verbal, regarding the subject matter of these Terms. Deligate will not be bound by, and specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of these Terms, including when submitted by you in any order, invoice, bill, receipt, acceptance, confirmation, correspondence or other document.

b. Assignment. You may not assign or transfer any rights, obligations or privileges that you have under these Terms without Deligates' prior written consent. Deligate may assign these Terms, in whole or in part, at any time without notice. Subject to the foregoing, these Terms will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this Section will be deemed null and void. Your right to terminate these Terms at any time remains unaffected.

c. Severability; Interpreting the Terms. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. The word "including" will be interpreted without limitation when used in these Terms.

d. No Waiver. The failure by Deligate to enforce any provision of these Terms will not constitute a present or future waiver of that provision nor limit Deligates' right to enforce that provision at a later time. All waivers by Deligate must be in writing and signed by Deligate to be effective. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

e. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

f. Notices. All notices relating to these Terms will be sent by e-mail or will be posted on the Deligate Site. You consent to Deligate sending you e-mails relating to the Deligate Systems from time to time. Deligate will send notices to you at the e-mail address maintained in Deligates' records for you. You must send notices to Deligate at [email protected]. E-mail notices or notices posted on the Deligate Site are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received when sent.

g. Contacting Deligate. If you have any questions or concerns about Deligate Systems or these Terms, you may contact Deligate at: [email protected]