Cruinneog, a trading name of Diarmaid Mac Mathúna (“Cruinneog”), makes available the “Site” (websites including, without limitation, gaelgram.ie and cruinneog.com and all subdomains), “Software” (software and mobile applications), and “Services” (including, without limitation, writing feedback suggestions and/or corrections, webinar and training services) to help people communicate in Irish more effectively. Access to and use of Cruinneog’s existing Site, Software and Services, as well as any future Sites, Software or Services provided by Cruinneog are governed by this Terms of Service and Licence Agreement (this “Agreement”).
If you are an individual subscriber, or are accessing the Site to use a Trial (as defined below) of the Services or Software, or are otherwise browsing the Site, this Agreement is between you, individually, and Cruinneog.
If you are an employee, teacher, faculty member or student of a school, university, or other entity or organization that has subscribed to the Services and Software (an “Enterprise Subscriber”), you are an “Authorized User” of your Enterprise Subscriber and (i) you represent that you have your Enterprise Subscriber’s permission and authority to use the Site, Services, Software and your Enterprise Subscriber’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and Cruinneog, and (iii) your Enterprise Subscriber is jointly responsible for your use of the Site, Services and Software.
If you are entering into this Agreement on behalf of an Enterprise Subscriber, you represent that you have the authority to bind the Enterprise Subscriber to this Agreement, in which case references to “you” in this Agreement shall mean the Enterprise Subscriber. If you do not have such authority, you must not accept this Agreement and may not use the Site, Software or Services.
If you are an individual subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), Cruinneog grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and use the Site, the Services and the Software solely for your own personal purposes.
If you are an Enterprise Subscriber: In consideration for your agreement to this Agreement and your payment of all applicable Fees (as defined below), Cruinneog grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and make use of the Site, the Services and the Software solely for your internal business purposes. In addition, you may permit such number of Authorized Users as has been agreed between you and Cruinneog to access and make use of the Site, Services and Software.
If you are an Authorized User: In consideration for your agreement to this Agreement and your Enterprise Subscriber’s payment of all applicable Fees (as defined below), Cruinneog grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and make use of the Site, the Services and the Software solely for the internal business purposes of your Enterprise Subscriber.
You may access and use the Site, Services and Software only in accordance with any instruction manuals, user guides and other documentation as made available by Cruinneog from time to time (“Documentation”).
YOU MAY NOT CHECK MORE THAN 100 DOCUMENTS OR 10,000 WORDS IN ANY 30-DAY PERIOD OR 10 DOCUMENTS OR 5,000 WORDS IN ANY 24-HOUR PERIOD.
If you are an Enterprise Subscriber, this restriction applies to each of your Authorized Users individually, not to your overall use of the Site, Services and Software.
In addition, you may not:
Cruinneog may offer certain Software, including certain interfaces, for download from the Site (“Ancillary Software”). Subject to the other terms and conditions of this Agreement, you may install and use Ancillary Software on computers owned, leased or otherwise controlled by you, solely in conjunction with your authorized use of the Services. Upon expiration or termination of this Agreement for any reason, you shall cease any further use of the Ancillary Software and shall promptly destroy all copies thereof in your possession.
Certain Services or Software (including Ancillary Software) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Services or Software (“Specific Terms”). In such cases, the applicable Specific Terms will be made available to you and your access to and use of the relevant Services or Software will be contingent upon your acceptance of and compliance with such Specific Terms.
Certain Services or Software (including Ancillary Software) may contain or otherwise make use of software, code or related materials from third parties, including “open source” or “freeware” software (“Third Party Components”). Certain Third Party Components may be subject to separate licence terms that accompany such Third Party Components that, to the extent they conflict with the terms of this Agreement, supersede the terms of this Agreement. If required by any licence for a particular Third Party Component, Cruinneog makes the source code of such Third Party Component, and any of Cruinneog’s modifications to such Third Party Component, as required, available upon written request to Cruinneog.
By completing the registration process for any given Services, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of this Agreement. You agree to provide Cruinneog with accurate and complete registration information and to promptly notify Cruinneog in the event of any changes to any such information.
You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform Cruinneog if there is any reason to believe that a user ID, password or any other security device issued by Cruinneog has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. Cruinneog reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.
You are solely responsible for all activity in connection with access to the Site and/or Services through your account or using your password, and for the security of your computer systems, and in no event shall Cruinneog be liable for any loss or damages relating to such activity.
Enterprise Subscribers shall ensure that the total number of Authorized Users does not exceed the maximum number of seats authorized by and purchased from Cruinneog (each of which seats represents a unique (named) Authorized User). Enterprise Subscribers may assign different Authorized Users to the seats authorized by and purchased from Cruinneog, so long as the total number of Authorized Users at any time does not exceed the maximum number of seats authorized by and purchased from Cruinneog, but Authorized Users may not transfer (including by way of sublicence, lease, assignment or other transfer, including by operation of law) their seat, user name or right to use the Site, Services or Software to any third party. You, the Enterprise Subscriber, and your Authorized Users are jointly responsible for your Authorized Users’ use of the Site, Services and Software. You are also responsible for ensuring that all of your Authorized Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any of your Authorized Users shall be deemed to be a violation thereof by you.
If you have registered to use certain Services and/or Software on a trial basis, then you may use such Services and Software only for noncommercial evaluation purposes during the applicable trial period.
Your access to or use of the Services and/or Software shall be contingent upon your payment of all applicable fees as described on the Site or Software at the time (“Fees”); unless you are an Authorized User, in which case your access to or use of the Services and/or Software shall be contingent upon your Enterprise Subscriber’s payment of the Fees.
Upon registering for Services, unless you are an Authorized User, you will be required to designate a valid payment method. You hereby authorize Cruinneog to charge to your designated account all Fees relating to the Services you select, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions.
Cruinneog reserves the right to revise its Fees, including by increasing or adding new Fees, at any time on ten (10) days’ notice. Such notice may be sent to you by email to your most recently provided email address or posted on the Site or by any other manner chosen by Cruinneog in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Site on the day it was posted. Your use of the Services after the ten (10) day notice period constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may cancel your subscription.
To ensure uninterrupted service, all subscriptions to the Site, Software and Services are renewed automatically. You hereby authorize Cruinneog to charge subscription Fees for the renewal period to the payment method on file. All subscriptions are renewed at the subscription level(s) and Fees in effect at the time the then-current subscription term ends. You may cancel the subscription at any time.
Cruinneog may offer a free trial membership from time to time with regard to certain Software or Services (a “Trial”). By accessing or using the Site, Services or Software, you agree to the terms of any such Trial and further agree to any changes Cruinneog may make to such Trial as described in “Changes to Services or Terms” below. If you cancel the Services before the end of the trial period, all your rights to any remaining free trial period will be waived, and you will not be eligible to participate in any further Trials, except as allowed by Cruinneog in its sole discretion.
This Agreement shall continue until you cancel your subscription or until terminated by Cruinneog. You may cancel your subscription at any time, although only an authorized representative of an Enterprise Subscriber may cancel the Enterprise Subscriber’s account. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Services until your cancellation is effective (unless your access is suspended or terminated as set forth below).
Cruinneog may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that Cruinneog determines, in its sole discretion, violate this Agreement or the rights of Cruinneog or any third party, or is otherwise inappropriate. Without limitation, Cruinneog may deny you access to the Services, or terminate this Agreement and your account, if your use of the Services exceeds the 30-day and 24-hour use limitations set forth under the section titled “licence.” Without limitation, Cruinneog may deny you access to the Services, or terminate this Agreement and your account, if your use of the Services by misrepresenting your eligibility for a particular subscription (for example, if you purchase an Enterprise Subscription intended for school users when you do not represent a school and/or should have purchased an individual subscription). Cruinneog reserves the right to request additional information from you (such as a school Roll Number or signed letter from school principal) or to carry out further investigations as it sees fit in order to determine whether you are eligible for a particular subscription. If you do not respond to requests for additional information or do not provide a satisfactory response to enable validation of your eligibility then without limitation, Cruinneog may deny you access to the Services, or terminate this Agreement and your account.
If you are an Authorized User of an Enterprise Subscriber, and this Agreement or the applicable agreement for Services and Software is terminated in relation to such Enterprise Subscriber, or if you otherwise lose access to the Services and Software via your Enterprise Subscriber (e.g., if you graduate from that Enterprise Subscriber or are no longer employed by that Enterprise Subscriber), Cruinneog may elect in its discretion to (a) terminate your account or (b) downgrade your account to an individual subscriber account, at which point you agree that your use of the Services and Software will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and Cruinneog).
If you are an Authorized User of an Enterprise Subscriber, your Enterprise Subscriber may elect in its discretion and at any time to revoke your Authorized User status and (a) terminate your account or (b) downgrade your account to an individual subscriber account, at which point you agree that your use of the Services and Software will be as an individual subscriber in accordance with the terms of this Agreement (which Agreement at that point will be solely between you and Cruinneog).
Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable, and Cruinneog will not prorate any Fees paid for a subscription that is terminated before the end of its term.
This section titled “Termination of Agreement with Enterprise Subscriber” applies only to Enterprise Subscribers.
Either Cruinneog or you may terminate this Agreement by notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the breach from the non-defaulting party. In addition, Cruinneog may suspend the Services upon notice if you fail to make any payment when due and fail to cure such breach within ten (10) days after receipt of notice of the breach from Cruinneog. Any such suspension or termination shall be without limitation of any other right or remedy available to the terminating party.
Cruinneog may terminate this Agreement for convenience upon sixty (60) days’ prior written notice without liability to you. Following a termination pursuant to the foregoing sentence, Cruinneog shall refund the pro rata portion of any Fees relating to the remaining term, as applicable.
Either Cruinneog or you may terminate this Agreement immediately upon notice to the other party if the other party has a receiver or similar party appointed for all or substantially all of its property, is declared insolvent by a court of competent jurisdiction, ceases to do business in the ordinary course, files a petition in bankruptcy or has a petition filed against it in bankruptcy, becomes the subject of any court or administrative proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors.
If this Agreement is terminated or otherwise expires for any reason, you shall promptly return to Cruinneog or destroy, as directed by Cruinneog, all Confidential Information, Software and other materials in your possession or under your control belonging to Cruinneog, and all rights and licences granted by Cruinneog pursuant to this Agreement shall terminate. Upon the expiration or termination of this Agreement, your right to use the Services and Software and to access the Site and any of its content will immediately cease and Cruinneog may elect in its discretion to (a) terminate your Authorized Users’ accounts or (b) downgrade your Authorized Users’ accounts to individual subscriber accounts.
All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software.
The Site, Software and Services may include products and services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that Cruinneog may communicate with you regarding Cruinneog and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your mobile telephone number.
“User Content” refers to the text, documents, and other content and information you enter, upload, and transmit when you use our Site, Software and Services.
You own the intellectual property rights in your User Content. As a result, we need your permission (in legal language, this is called a licence) to use your User Content to provide our Site, Software and Services to you.
You grant us a licence to your User Content for the limited purposes of:
The licence you give us is only for the above purposes. That means we will not, for example, sell or licence your User Content to third-party data brokers.
The licence you grant us is:
The licence you give us allows us to, solely for the purposes outlined above, store, reproduce, use, publish and publicly display to you, modify and create derivative works of (such as providing writing suggestions and auto-correcting words), and permit (this is called a sublicence) our service providers to process your User Content solely for the purpose of helping us provide the Cruinneog Site, Software and Services to you.
Cruinneog does not own, control, verify, or endorse User Content. You are responsible for all your User Content. That means you should back up all your User Content and not do anything illegal or harmful with it (including violate any intellectual property or trade secret laws).
Cruinneog reserves the right at any time to (i) change any information, specifications, features or functions of the Site, Services or Software, including any Trial, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or any Trial, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial, in each case with or without prior notice and without any liability to you or any third party. Cruinneog will use its commercially reasonable efforts to notify you of changes to the Services and/or Software that, in Cruinneog’s reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed.
Cruinneog may from time to time update or revise this Agreement. If Cruinneog updates or revises this Agreement, Cruinneog will notify you either by email to your most recently provided email address, by posting the updated or revised Terms of Service and End User Licence Agreement on the Site or by any other manner chosen by Cruinneog in its commercially reasonable discretion. Your use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service and End User Licence Agreement on our website. It is your responsibility to review the Terms of Service and End User Licence Agreement periodically.
If you cancel your subscription within ten (10) days following such notice by Cruinneog in accordance with the two preceding paragraphs, then Cruinneog will refund you a prorated portion of any pre-paid Fees for the affected Services applicable to the cancelled portion of the pre-paid subscription term, if any.
Any links on the Site to third party websites are provided for your convenience only. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. Cruinneog does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services.
We only send marketing communications to users with your prior consent, and you may withdraw your consent at any time by clicking the “unsubscribe” link found within Cruinneog emails and/or changing your contact preferences. Please note you will continue to receive transactional messages related to our Services, even if you unsubscribe from marketing emails.
In addition, Cruinneog may engage third parties to conduct risk control and fraud detection/prevention activities. As part of such engagements, if you initiate a transaction on the Site or through the Services, Cruinneog may give such third parties access to your pertinent credit card and other personal information. Such third parties may only use such personal information for purposes of performing risk control and fraud detection/prevention activities for us. However, they may also convert such personal information into hashed or encoded representations of such information to be used for statistical and/or fraud prevention purposes. By initiating any such transaction, you hereby consent to the foregoing disclosure and use of your information.
All intellectual property rights in and to the User Content are and shall remain your property, and Cruinneog shall acquire no right of ownership with respect to your User Content.
All intellectual property rights in and to the Software, Site and Services and other Cruinneog IP are and shall remain the sole property of Cruinneog and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Software or other Cruinneog IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Software and the Service and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, Cruinneog and its affiliates and licensors, as applicable, and that the Software constitutes Confidential Information of Cruinneog. You may from time to time provide Cruinneog with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services, the Software, the Site and/or any of Cruinneog’s related technologies (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between the you, Cruinneog and, if applicable, your Enterprise Subscriber, all Feedback shall be exclusively owned by Cruinneog, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result Cruinneog shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Enterprise Subscriber (if applicable) or any other person or entity.
You shall indemnify, release and hold harmless Cruinneog and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable solicitor fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services or Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRUINNEOG, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SITE, SERVICES AND SOFTWARE ARE AT YOUR OWN SOLE RISK AND THAT THE SITE, SERVICES AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CRUINNEOG AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SITE, SERVICES AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT SHALL CRUINNEOG BE LIABLE WITH RESPECT TO THE SITE, SERVICES AND/ OR SOFTWARE FOR (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES YOU HAVE ACTUALLY PAID TO CRUINNEOG DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY; (II) ANY LOST PROFITS, LOST OR DAMAGED USER CONTENT OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (III) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CRUINNEOG AND YOU. YOU UNDERSTAND THAT THE SITE, SERVICES AND SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
Cruinneog is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Cruinneog should be sent to 21 Oliver Plunkett Avenue, Monkstown Farm, Dun Laoghaire, Co. Dublin, A96 AC63, Ireland, Attn: Diarmaid Mac Mathúna (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Cruinneog and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Cruinneog may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Cruinneog or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Cruinneog is entitled.
This Agreement shall be governed by, and construed in accordance with, the laws of Ireland, without regard to any choice of law, conflicts of law or other principles that would result in the applicable of the laws or regulations of any other jurisdiction. Any legal action or proceeding relating to this Agreement shall be instituted in a court in Dublin, Ireland. You and Cruinneog agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Cruinneog. Cruinneog may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
If Cruinneog is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, pandemic, illness, civil disorder, industrial disputes (whether or not involving employees of Cruinneog), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond Cruinneog’s reasonable control (each, a “Force Majeure Event”), Cruinneog will have no liability to you for such failure to perform; provided, however, that Cruinneog shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either Cruinneog or you may terminate this Agreement by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day the Services were available.
This Agreement constitutes the entire agreement between Cruinneog and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between Cruinneog and you. No waiver or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party.