Terms & Conditions
Traxxall Terms & Conditions
Effective date: November 1, 2025
Overview
BY ENTERING INTO THE TRAXXALL SERVICES AGREEMENT, THE CUSTOMER AGREES TO BE BOUND BY THESE ADDITIONAL TERMS AND CONDITIONS.
These Terms and Conditions, together with the terms of the Traxxall Maintenance Tracking Software Services Agreement, shall be referred to herein as the “Agreement”.
A. Traxxall Services
Services. Traxxall shall provide to the customer (the “Customer”) certain aircraft maintenance tracking and compliance support services (the “Services”) which relate to the aircraft, engines, and APU (each an “Asset”) set forth in the Traxxall Maintenance Tracking Software Services Agreement (the “Services Agreement”) by and between Traxxall and the Customer, as well as secured access to the Traxxall maintenance tracking system (the “Traxxall System”). The Traxxall System provides real-time maintenance tracking functionality which is based on the information which the Customer provides while using the Traxxall System. The Customer shall ensure that all Asset maintenance records and logbooks (“Aircraft Records”) are up-to-date and acknowledges that the Traxxall System provides real-time maintenance tracking functionality which is based upon the Aircraft Records provided to Traxxall, or the data input into the Traxxall System by the Customer.
Support. For so long as the Customer’s subscription to the Traxxall System is in effect, Traxxall shall provide support Services to the Customer in connection with its use of the Traxxall System.
B. Customer Responsibilities
Administrator. The Customer shall appoint an administrator who shall approve any additions, withdrawals or modifications to the Customer’s access accounts for the Traxxall System. The Customer may request Traxxall to modify the list of users (each a “User”) by contacting Traxxall.
Compliance.
Notwithstanding the performance of any Service provided by Traxxall pursuant to this Agreement, the Customer is and shall remain responsible for ensuring that each Asset is at all times in compliance with all OEM and governing aviation authority maintenance requirements, including the timely performance of maintenance and inspections, service bulletins, airworthiness directives, service letters and the like.
The Customer agrees that it shall comply with all laws and regulations which may be applicable to this Agreement (or any other written agreement between the Customer and Traxxall and its affiliates), including the U.S. Treasury Office of Foreign Asset Control (“OFAC”) the U.S. International Traffic in Arms Regulations, the U.S. Export Administration Regulations, and anti-boycott regulations. Traxxall and its affiliates shall not be required to perform, or cause to be performed, any obligation that would result in a breach of any such laws or regulations. In furtherance of the foregoing, the Customer represents and warrants that neither it, nor any of its direct or indirect affiliates or beneficial owners, is listed on the U.S. Treasury OFAC Specially Designated Nationals List (SDN) or Blocked Person, the United Nations Security Council (“UNSC”) or other relevant governmental list promulgated by a governmental agency or sanctions authority. In the event the Customer (or any affiliate or beneficial owner) becomes so listed at any time this Agreement is in effect, the Customer will promptly notify Traxxall. The Customer further represents and warrants that neither it nor any of its affiliates or subsidiaries are located, organized, or reside in a country or territory that is the subject or target of sanctions, currently including Crimea, Cuba, Iran, North Korea and Syria.
Records and Information. In order to effectively use the Traxxall System, the Customer must provide accurate and complete historical baseline data for each Asset and all Asset maintenance records and logbooks (the “Aircraft Records”) and may be required to provide certain information set forth in the applicable OEM maintenance manuals (the “Manuals”). Traxxall shall use the information provided by the Customer hereunder in connection with providing the Traxxall System and otherwise pursuant to the applicable terms of this Agreement, the Terms of Use and the Privacy Policy. Other than such information regarding any User as an individual as Traxxall may expressly request, Customer agrees to not, directly or indirectly, provide to Traxxall any personally identifiable information relating to any identified or identifiable natural person, including any social security numbers or other identifiers.
C. Payment, Term, And Transferrability
Subscription Fee. In consideration for the services set forth in this Agreement and access to the Traxxall System, the Customer shall pay to Traxxall an annual subscription fee set forth in the Services Agreement (the “Subscription Fee”). The Subscription Fee shall be payable in full within thirty (30) days of the date of the invoice, unless otherwise set forth on the invoice. All figures, unless otherwise noted, shall be deemed to be in U.S. dollars.
Subscription Term. The term of this Agreement will commence as of the date set forth above. On the anniversary date of the date of this Agreement each year, this Agreement shall be automatically renewed for subsequent twelve (12) month periods unless otherwise set forth in the Services Agreement (each a “Subscription Term”) unless either party gives written notice of cancellation to the other party with a thirty (30) day written notice prior to the expiration of the then-current term. Traxxall reserves the right to adjust the Subscription Fee at the end of each Subscription Term. In the event that the Subscription Term is not equal to 12 months, then Traxxall reserves the right to adjust the Subscription Fee on an annual basis. Traxxall will notify the Customer of the change in Subscription Fee via renewal invoice no later than thirty (30) days prior to the effectiveness of such Subscription Fee. Payment of the invoice containing the updated Subscription Fee by the Customer will serve as acceptance by the Customer of the new Subscription Fee.
Transferability. The Customer may transfer this Agreement upon thirty (30) days’ written notice to Traxxall, provided that the Customer is in compliance with all terms of this Agreement as of the effective date of such transfer, including the payment of all Subscription Fees. Such transfer shall arise solely in connection with the transfer of the ownership of the Aircraft from the Customer to a third-party. In the event the purchaser (the “Purchaser”) decides to continue the then-current subscription to the Traxxall System and such Purchaser is reasonably acceptable to Traxxall, the purchaser shall be required to enter into a written agreement with Traxxall. In the event the Purchaser elects to continue the subscription, the Subscription Fees which were previously paid by the Customer shall be applied as a credit on the Purchaser’s account to be applied against the subscription fees which become due in connection with the Purchaser’s subscription to the Traxxall System.
Substituted Assets. In the event that the Customer desires to substitute an Asset set forth in Services Agreement with another asset, the Customer shall be entitled to receive a prorated credit which is equal to the amount of the then-current Subscription Fee divided by 12, then multiplied by the number of full months remaining until the expiration of the then-current Subscription Term. Such credit shall be applied against the subscription fees applicable to replacement asset(s). In no event shall the Customer be entitled to receive a cash refund arising from the substitution of any asset. Substituting an asset may result in the assessment of enrollment fees or different subscription fees.
Termination. This Agreement shall remain in effect until terminated by either party. This Agreement will terminate immediately, without prior notice from Traxxall, in the event that the Customer fails to comply with any provision of this Agreement. Termination of this Agreement will not limit any of Traxxall’s rights or remedies at law or in equity in case of breach by the Customer (during the term of this Agreement) of any of the Customer’s obligations under the Agreement. Notwithstanding any termination of this Agreement, those terms which are intended by their nature to survive termination shall survive and remain binding on the parties.
D. Limitations Of Liability
THE CUSTOMER IS RESPONSIBLE FOR ENSURING THE ACCURACY OF ALL AIRCRAFT RECORDS AND OTHER DATA PROVIDED TO TRAXXALL AND/OR IMPORTED INTO THE TRAXXALL SYSTEM, AND TRAXXALL SHALL HAVE NO OBLIGATIONS WITH RESPECT TO CONFIRMING THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY FAILURE TO PROVIDE CORRECT AND TIMELY INFORMATION MAY RESULT IN INACCURATE INFORMATION IN THE TRAXXALL SYSTEM. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE ASSET(S) ARE MAINTAINED IN ACCORDANCE WITH THE OEM MAINTENANCE MANUALS, APPLICABLE GOVERNING AVIATION REGULATIONS, AND APPLICABLE LAW.
NOTWITHSTANDING ANY DAMAGES THAT THE CUSTOMER MIGHT INCUR, THE ENTIRE LIABILITY OF TRAXXALL AND ANY OF ITS SUPPLIERS OR LICENSORS UNDER ANY PROVISION OF THIS AGREEMENT, AND THE CUSTOMER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SUPSCRIPTION FEE APPLICABLE TO THE ASSET(S) WHICH GAVE RISE TO THE DAMAGES DURING THE PRECEDING TWELVE (12) MONTHS.
TRAXXALL SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, REGARDING PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES, WHETHER EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAXXALL OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE TRAXXALL SYSTEM, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE TRAXXALL SYSTEM, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF TRAXXALL OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY TRAXXALL TO THE CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE CUSTOMER.
E. No Warranties
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE TRAXXALL SYSTEM IS AT ITS SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRAXXALL SYSTEM AND ANY SERVICES PERFORMED OR PROVIDED BY THE TRAXXALL SYSTEM (INCLUDING THE OUTPUT OF THE TRAXXALL SYSTEM) (“APPLICATION SERVICES”) ARE PROVIDED TO CUSTOMER “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED). TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TRAXXALL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE TRAXXALL SYSTEM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TRAXXALL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE TRAXXALL SYSTEM WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, TRAXXALL SYSTEM OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRAXXALL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
WITHOUT LIMITING THE FOREGOING, NEITHER TRAXXALL NOR ANY PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (i) AS TO THE OPERATION OR AVAILABILITY OF THE TRAXXALL SYSTEM, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON OR THE OUTPUT RESULTING FROM THE USE THEREOF; (ii) THAT CUSTOMER’S ACCESS TO OR USE OF THE TRAXXALL SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE TRAXXALL SYSTEM; OR (iv) THAT THE TRAXXALL SYSTEM, ITS SERVERS, THE CONTENT, OR MESSAGES SENT FROM OR ON BEHALF OF TRAXXALL ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS, OR OTHER HARMFUL COMPONENTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO THE CUSTOMER.
F. Indemnity
The Customer hereby releases, indemnifies and holds harmless Traxxall, its officers, directors, employees and agents for liability arising from demands, claims, actions or causes of actions, whether brought by the Customer or a third party and which relates directly or indirectly to either (a) the use of the Traxxall System by the Customer, (b) the Customer’s provision of Customer Data to Traxxall or Traxxall’s use thereof in accordance with this Agreement, (c) violation of this Agreement or any law or regulation, (d) violation of any right of a third party, or (e) to any maintenance, inspection, repair, or related services performed on an Asset by any maintenance provider. Such indemnity and hold-harmless obligation shall include a responsibility for reasonable attorney’s fees and costs of litigation.
The Customer shall be solely responsible for, shall pay, and shall indemnify and hold Traxxall harmless from, any and all applicable federal, state, or foreign sales, use, withholding, value added, excise or property taxes, all duties and charges, and any interest or penalties with respect thereto, imposed by any governmental authority based on this Agreement. Without limiting the foregoing, if any governmental authority shall impose any withholding tax on the amounts due hereunder, then the Customer shall be required to gross up the amounts due to Traxxall so that Traxxall receives the full invoiced amount.
G. Traxxall System
License. The Traxxall System is licensed, not sold, to the Customer by Traxxall for use strictly in accordance with the terms of this Agreement. Traxxall hereby reserves all rights not expressly granted to the Customer in this Agreement.
Intellectual Property. Traxxall shall retain ownership of all right, title and interest in the Traxxall System. The Traxxall System is protected by U.S. copyright, patent, and trademark law and international treaties. Unauthorized use of the Traxxall System is strictly prohibited.
Data. Notwithstanding any other provision of this Agreement, Traxxall may retain and use for its business purposes any information from the Customer which is not personally identifiable information as set forth in the Privacy Policy.
Grant of Rights. Subject to the terms herein, Traxxall grants the Customer a non-exclusive, non-transferable right to access and use the Traxxall System during the Subscription Term solely for the internal business purposes of the Customer and solely in connection with the Aircraft set forth in the Services Agreement.
Customer Responsibility. The Customer is responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware and software and other equipment needed for access to and use of the Traxxall System, and all charges related thereto. The Customer is responsible for the security of the Customer’s username and password and for all use of the Traxxall System through the Customer’s account. The Customer shall notify Traxxall immediately of any unauthorized use of its account.
Restrictions. The Customer shall not: (a) copy, modify, or create derivative works of the Traxxall System or any part thereof; (b) reverse engineer, disassemble, decompile or otherwise attempt to extract the source code of the Traxxall System; (c) lease, rent, loan, resell, sublicense, distribute or otherwise transfer rights to the Traxxall System; (d) make the Traxxall System available over a network where it could be used by multiple devices at the same time; (e) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on the Traxxall System; or (f) violate any applicable law, regulation or rule in connection with Customer’s access to or use of the Traxxall System.
Performance. Traxxall will use commercially reasonable efforts to provide the Customer with the Traxxall System at all times. The Customer acknowledges that the Traxxall System is provided over the internet and that the quality and availability of the Traxxall System may be affected by factors outside of Traxxall’s reasonable control.
Infringement. If the Customer’s use of the Traxxall System in accordance with this Agreement is, or in Traxxall’s reasonable opinion is likely to become, the subject of any claim asserting infringement or misappropriation of any third-party intellectual property rights then Traxxall may, in Traxxall’s sole discretion, as the Customer’s sole and exclusive remedy (a) procure a license to allow the Customer to continue using the Traxxall System; (b) replace or modify the Traxxall system in a functionally equivalent manner so that it no longer infringes; or (C) terminate the Customer’s right with respect to the Traxxall System and return to the Customer on a pro rata basis the portion of Subscription Fees pre-paid by the Customer with respect to the Traxxall System for any remaining license term. Upon Traxxall providing the Customer with any replacement or modified system, the Customer is obligated to use such replacement or modified system and to cease using the prior Traxxall System.
H. Export Compliance
The Customer may not use or otherwise export or re-export the Traxxall System except as authorized by U.S. law and the laws of the jurisdiction in which the Traxxall System was obtained. In particular, but without limitation, the Traxxall System may not be exported or re-exported (1) into or to a nation or a resident of any U.S. embargoed countries or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using any component of the Traxxall System, the Customer represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list. The Customer represents and warrants that (a) it is not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (b) it is not listed on any U.S. government list of prohibited or restricted parties. The Customer also agree that it will not use the Traxxall System for any purposes prohibited by U.S. law, including the development, design, manufacture, or production of nuclear missiles or chemical or biological weapons.
By using the Traxxall System, the Customer represents and warrants that all Assets are not specifically designed, modified, or equipped for military purposes and no Asset nor any Customer Data are regulated by the export license requirements of the Export Administration Regulations, including gunnery, bombing, rocket or missile launching, electronic and other surveillance, reconnaissance, refueling, aerial mapping, military liaison, cargo carrying or dropping, personnel dropping, airborne warning and control, and military training; and the Customer has complied and shall continue to comply with all export trade control regulations of the United States relating to the export of any software, software documentation, technical data, or related technologies regarding the Aircraft(s), Engine(s), and Customer Data, as applicable.
I. Miscellaneous
Entire Agreement. This Agreement, together with the Terms of Use and Privacy Policy (as each applicable) constitute the entire agreement between the Customer and Traxxall regarding the Services and the Customer’s use of the Traxxall System and supersede all prior and contemporaneous written or oral agreements between the Customer and Traxxall with respect to the subject matter hereof. No modification of this Agreement shall have any force or effect unless the same is in writing and duly executed by each of the parties hereto.
Notices. All notices to the Customer shall be delivered via e-mail to the e-mail addresses designated by the Customer. Notices to Traxxall shall be delivered via e-mail to General Counsel at [email protected].
Governing Law. The Agreement shall be construed under the laws of the State of Illinois without regard to its conflict of law provisions.
Arbitration.
BY ENTERING INTO THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT THE PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO LITIGATE OR ARBITRATION ON A CLASS BASIS.
Any cause of action or claim Customer may have with respect to this Agreement, the Privacy Policy, or the Traxxall System (including the output obtained therefrom) must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. Traxxall reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including the right to disable or prevent use of the Traxxall System.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with the Expedited Procedures of its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Claims shall be heard by a single arbitrator. The place of arbitration shall be Chicago, Illinois, USA. If the dispute is less than $50,000 (U.S.) there shall be no discovery other than the exchange of documents. If the dispute is $50,000 or more (U.S.), discovery shall consist of no more than two (2) fact witness depositions per side of three (3) hours or less. Expert witness depositions shall not be permitted. Time is of the essence for any arbitration under this Agreement and a final merits arbitration hearing shall take place within ninety (90) days of filing the arbitration demand, and an award shall be rendered by the arbitrator within ninety (90) days of the final merits arbitration hearing. The arbitrator shall agree to these limits prior to accepting appointment. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. The award of the arbitrator shall be accompanied by a reasoned opinion and written in English. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
Force Majeure. Except for the Customer’s obligation to pay fees to Traxxall, neither party shall be liable for damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including acts of God, government restrictions (including the denial or cancellation of any export of other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of the party whose performance is affected (including mechanical, electronic, internet service provider, or communications failure). Each party will have the right to terminate this Agreement immediately by sending a written notice to the other party upon the occurrence of a force majeure event pursuant if such force majeure event has continued for a period of more than sixty (60) calendar days.
Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. Traxxall’s failure to act with respect to any failure by the Customer or others to comply with this Agreement does not waive Traxxall’s right to act with respect to subsequent or similar failures.
Assignment. The Customer may not assign or transfer (whether by operation of law, merger, change of control, or otherwise) this Agreement or any of the Customer’s rights or obligations under this Agreement without the prior written consent of Traxxall. Any attempted assignment or transfer without Traxxall’s consent is void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Severability. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.
Uniform Computer Information Transactions Act. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES DISCLAME AND NONE OF THIS AGREEMENT SHALL BE SUBJECT TO THE UNIFOR COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) AS CURRENTLY ENACTED OR AS MAY BE ENACTED, CODIFIED OR AMENDED FROM TIME TO TIME.