We Speak LLC Client Booking Terms & Conditions
Last update: June 1, 2017


These client terms and conditions (the “Terms”) contain the agreement between Client (as defined below) and We Speak LLC, a New York limited liability company (“We Speak”) with respect to the Services (as defined below).

Acceptance of Terms

  • We Speak provides an online platform that connects models in the fields of print, fashion, commercial, editorial, runway modeling and advertising, among others (the “Fields”), and clients who seek to hire models for the Fields (collectively, the “Services”), which Services are accessible at www.wespeakny.com​ (the "Site"). By selecting “I have read and accepted the Client Terms & Conditions” during the registration at the Site you agree to be bound by and comply with these Terms as a client (hereinafter referred to as “Client”).

  • These Terms govern Client’s access to and use of the Site and constitute a binding legal agreement between Client and We Speak. Client shall read the Privacy Policy at http://wespeakny.com/privacy­policy. If Client does not agree to these Terms, Client does not have any right to obtain information from or otherwise continue using the Site or the Services.

  • The Site and Services are intended solely for individuals who are 18 years of age or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited.

    Changed Terms

  • We Speak reserves the right, at its sole discretion, to modify the Site, the Services or these Terms, including the Fees (as defined below), at any time and without prior notice. If We Speak modifies these Terms, We Speak shall either post the modification on the Site or otherwise provide Client with notice of such modification. We Speak shall also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site after We Speak has posted a modification on the Site or have provided Client with notice of a modification, Client is indicating its agreement to be bound by the modified Terms. If the modified Terms are not acceptable to Client, Client’s only recourse is to cease using the Site and Services.

    Client Perks

  • We Speak provides Client the ability to view, cast, and book models for Client’s needs in the Fields. All

  • Models at the Site’s model board are subject to the We Speak Health Standard (each a “Model”). We Speak Health Standard require models to meet a series of standards related to model’s health and wellness.

  • All Clients gain access to the We Speak Healthy Branding System, which is designed to promote healthy models and diversity within the media in order to increase Client’s reach.

  • Each Client also receives the following benefits:

    Access to detailed model profiles on the Site and the ability to book Models through We Speak or at the We Speak model board.

    Right to use the We Speak Seal of Pride, as specified under the We Speak Seal of Pride Usage Clause.

    Right to be listed in We Speak Client Pride Directory, where consumers from all over can see who all the progressive, healthy companies are. Client may be listed in the Client Pride Directory per Client written request to We Speak after Client has hired at least one Model and provided the corresponding Model images to We Speak for listing such Client and the corresponding engagement in the Client Pride Directory. We Speak shall include in the Client Pride Directory a link to the Client’s website (if provided by Client).

    Client may act on behalf of one or more third parties (designer/manufacturer/owner of product in question, hereinafter referred to as “Ultimate Client”) granting Ultimate Client access to use the We Speak Healthy Branding system and Seal of Pride. Ideal for casting and marketing companies.

    Fees, Rates, and Usage

  • For any booking whether Secured or Unsecured, Model shall have up to 3 business days in order for Model to accept or decline a booking. All bookings, whether Secured or Unsecured, shall be subject to Model prior acceptance.

  • SECURED BOOKINGS. Client may book a Model through We Speak directly or through the Site, outlining the date, type of booking, type of usage and pay at least 3 business days before the time of booking to qualify as a Secured Booking. A Secured Booking ensures that Model shall stay available after Model has accepted such booking. If a Secured Booking is cancelled Client will be entitled to a refund in accordance with Section VII (Cancellation Policy) hereunder. Client may request to We Speak, any time prior to 24 hours before the time of booking, to add time to a certain Secured Booking, which additions shall be at all times subject to Model’s prior approval. Client shall pay any fees additional to those in the Secured Booking in accordance with Section VI (Payment).

  • UNSECURED BOOKINGS. Client may book a Model through We Speak directly or through the Site, outlining the date, type of booking, type of usage and pay the total balance ​after​ the booking is completed. Client may request to We Speak, any time prior to 24 hours before the time of booking, to add time to a certain Unsecured Booking, which additions shall be at all times subject to Model’s prior approval. An Unsecured Booking does not ensure that Model stays available for such booking or any additions after accepting.

  • An Unsecured Booking may be changed to a Secured Booking at any time by paying the full booking amount via phone or PayPal at least 3 days before the booking date.

  • We Speak may cancel an Unsecured Booking if all details (rates, locations, time, usage, etc.) are not yet fully agreed upon in writing by We Speak and Client at least 24 hours prior to the booking, regardless of whether or not Model has already confirmed availability for booking.

  • Client shall pay the applicable model fee by the day or by the hour as informed by We Speak to Client or otherwise posted on the Site (the “Model Fee”). Client shall also pay We Speak an agent fee of 20% over the Model Fee (the “Agent Fees” and jointly with the Model Fee, the “Fees”).

  • Any booking which is over 5 hours will be charged at the day rate as set out in the booking confirmation form.

  • Any rates and specifications may be discussed via email at ​​ or via phone. Standard booking and usage rates are subject to change at any time.

  • Booking a Model for a project shall not grant Client with any license, rights or authorization of any type to use the content or image of Model obtained from such booking beyond Portfolio Use. Client shall pay for specific usage fees if desired before using such content or images of Model beyond exclusively Portfolio Use. For purposes of these Terms “Portfolio Use” means the use of images for a portfolio book of Client exclusively for personal or professional use whether printed or digital for webpages or social media, but only to the extent such use is not with the intent to sell, advertise, or distribute any products or images, or otherwise receive anything of value in exchange for such content or images of Model obtained from such booking.

  • Client and We Speak shall negotiate in good faith any additional fees payable for any usage rights in addition to or outside the scope of the initial Portfolio Use permitted hereunder (“Usage Fees”), including but not limited to rights to images of Model or reproductions or adaptations of, or drawings derived from such images, or any other representation of them, either complete or in part, whether alone or in conjunction with any wording or other images, photographs, drawings or other images, either printed or in any digital form including any social media.

  • Client may request upgrades to usage to the extent it is not later than 1 year AFTER the corresponding booking has been completed. No changes or additional usage may be requested later than 1 year after the date the corresponding booking has been completed.

  • Additional Usage Fees shall apply if images of Model obtained from a booking are to be used outside the United States of America. Client and We Speak shall negotiate any additional Usage Fees applicable thereto.

  • Client acknowledges that all Usage Fees are exclusively for the right to use the Model's image and, once agreed, are payable whether or not the right is exercised.

  • Notwithstanding the foregoing, Fashion Show bookings provide the Client with the right to use Model's services on the catwalk for a specific show and the right to allow photographers to be present to take photographs and videos of the show on the basis that all such material is exploited for reporting purposes only. Client shall ensure that all photographers are aware of this condition and Client shall procure they abide by these conditions. If Client anticipates photographers require usage in addition to reporting and informational purposes, Client shall notify We Speak so to negotiate the applicable fees before the time of the booking.

  • We Speak shall deliver an invoice to client promptly after the corresponding booking has been completed, which invoice shall include all fees incurred and previously agreed upon between Client and We Speak associated with a Model booking, Secured or Unsecured, including but not limited to Model Fees, Agent Fees, Usage Fees, additional fees, overtime. Any payments that Client may have made in advance to the specific booking, such as those to secure a Secured Booking shall be listed on the invoice and offset against the total amount due by Client for the booking. Client shall pay any fees due and outstanding balances to We Speak no later than 30 days after receiving such invoice from We Speak.

    Intellectual Property Rights

  • We Speak hereby grants to Client a limited, non­exclusive, non­assignable, non­sublicensable, royalty­free right and license to use any images of Model obtained from any booking under these Terms, whether Secured or Unsecured, exclusively for Portfolio Use. If Client requires any rights beyond those granted by We Speak under these Terms for the use of any images of Model, Client and We Speak shall negotiate in good faith any applicable usage terms and fees.

  • Client and anyone obtaining rights from or through Client is not entitled to use any images for any usage beyond the Portfolio Use or other use agreed hereunder. Client shall procure that any photographer or other collaborators agree to restrict the use and exploitation of the copyright content of photographs of Model or any other intellectual property rights resulting from the corresponding booking Model worked on. If Client is not the photographer, Client shall draw the terms and conditions hereunder to the attention of the photographer and procure his/her written agreement to them before the shoot commences.

  • If Client is acting as an agent for an Ultimate Client, Client shall ensure that Ultimate Client is aware and duly informed of these Terms shall enter into an agreement with such Ultimate Client in terms and conditions substantially identical to those set forth hereunder. Client acknowledges and agrees that Client may not grant to any Ultimate Client any rights beyond those Client is entitled to under these Terms.

  • Client hereby grants to We Speak and Model a limited, non­exclusive, non­assignable, non­sublicensable, royalty­free right and license to use any images, photographs or other materials containing images of Model obtained from any booking under these Terms, whether Secured or Unsecured, exclusively for purposes of promotion of We Speak and Model. Client acknowledges and agrees that We Speak and Model may use such images resulting from any booking in any form whatsoever, solely for Model and We Speak to promote Model and We Speak and for searching future business for We Speak and job opportunities for Model.

  • All rights not expressly granted to Client under these Terms are hereby reserved to We Speak and/or Model as applicable. Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to Model or We Speak other than the rights specifically granted to Client under these Terms.

    Payment

  • Client shall pay to We Speak any and all fees due hereunder promptly but in no event later than 30 days after the date of receiving We Speak’s invoice. Notwithstanding the foregoing, Client shall pay to We Speak any and all fees corresponding to a Secured Booking at least 3 business days prior to the date of such Secured Booking.

  • Any and all fees due by Client in accordance with these Terms shall be paid by Client to We Speak through PayPal to the account [●] or by Check.

  • All sums payable by Client to We Speak under these Terms are exclusive of value added tax and any other similar or equivalent taxes or duties, which shall be payable in full by Client in accordance with applicable law without any set off against such fees owed to We Speak or Model hereunder.

  • Client may obtain outstanding balances from We Speak by written request via email at .

  • If Client is acting as an agent for an Ultimate Client, Client shall deliver to We Speak due evidence of Client’s authority to act on behalf of or for such Ultimate Client. If Client is working as an agent for an Ultimate Client for a specific booking, Client may request We Speak to invoice the fees corresponding to such booking to such Ultimate Client. The foregoing, in the understanding however that Client shall remain as the sole party liable to We Speak for any and all liabilities resulting from Client’s or the Ultimate Client’s use of the Services and the Site as a result of such booking or under these Terms.

  • If Client fails to pay to We Speak any balances owed for Services provided hereunder or by Model within 30 days after the date of We Speak’s invoice, We Speak may suspend or cancel any Services to Client hereunder.

  • If Client fails to pay in full any amount owed and payable to We Speak hereunder, without prejudice to any other right or remedy of We Speak, the outstanding amounts shall bear interest at a rate of 5% from the due date up to and including the date payment is made in full and such interest shall be compounded and accrued on a daily basis.

    Cancellation Policy

  • If We Speak cancels a Secured Booking for any reason, We Speak shall (i) refund the booking to Client in full; (ii) pay to Client a cancellation fee of 15% over the Model Fee; and (iii) assist Client in finding another Model, if desired.

  • If We Speak cancels an Unsecured Booking We Speak shall use reasonable efforts to provide Client with reasonable notice, take steps to offer to Client a suitable Model replacement and/or substitute and take such other reasonable steps as are reasonably practicable to mitigate such cancellation. In any event We Speak shall be entitled to cancel an unsecured booking at any time and for any reason prior to the booking date without liability to Client. Client shall procure necessary insurance coverage to protect against any booking cancellations and any associated liability. We Speak shall not be liable to Client for any fees or other costs incurred as a result of any cancellation or associated insurance.

  • Any other fees paid hereunder are non­refundable, except as provided for Client cancellations hereunder.

  • Cancellations by Client of a booking shall be subject to the following provisions:

    SECURED BOOKING. We Speak shall reimburse Client in full for any fees paid for a specific Secured Booking if Client cancels such Secured Booking by written notice to We Speak delivered at least 3 business days in advance to the first date scheduled for such Secured Booking. If Client cancels a Secured Booking with less than 3 business days notice but more than 24 hours prior to the first date of such Secured Booking, We Speak shall reimburse to Client only 50% of the total fees Client paid for such Secured Booking. We Speak shall not be obligated to pay, nor shall Client be entitled to receive any refund if Client cancels any Secured Booking with written notice delivered to We Speak with less than 24 hours in advance to the date of such Secured Booking.

    UNSECURED BOOKING. Client may cancel any Unsecured Booking by written notice to We Speak with at least 24 hours in advance to the first date of such Unsecured Booking without incurring in any charges. If Client cancels an Unsecured Booking with less than 24 hours notice prior to the first date of such Unsecured Booking, Client shall pay to We Speak 15% of the total booking amount. Notwithstanding the foregoing Client may reschedule an Unsecured Booking which shall not be considered a cancellation.

  • All bookings are subject to this cancellation policy regardless of the time and date Client scheduled the booking in advance.

  • The parties may not cancel but shall reschedule any bookings due to any of the following circumstances (each a “Force Majeure Event”): (i) inclement weather, natural disaster or conditions resulting from inclement weather and/or natural disaster; (ii) any terrorist activity (or threat thereof), civil commotion, rioting, strike, lockout or other labor unrest and/or; and (iii) in each case, activities of any relevant authority in response to the foregoing. If any booking is affected by any Force Majeure Event, the parties shall in good faith reschedule the corresponding booking for a date that is as soon as possible after the Force Majeure Event concludes. The parties shall not be obligated to pay or reimburse any fees for such booking if they are unable to reschedule the corresponding booking.

    We Speak Seal of Pride Usage

  • Client may use, and is strongly encouraged to use, and display the We Speak logo on or with images, video, and marketing material of Client resulting from a We Speak Model booking as We Speak Seal of Pride. Client may display We Speak’s logo on Client’s website as long as Client is displaying such logo with any material obtained from a booking of a We Speak model.

  • We Speak hereby grants Client a limited, non­exclusive, non­assignable, non­sublicensable, royalty­free right and license, for a term beginning as of the date on which a certain Model booking is concluded and ending on the first anniversary of such date, to use We Speak logo, exclusively with Client’s marketing materials resulting from such Model booking, ​provided that​ Client has fully paid all fees owed to We Speak and Model in connection with such booking.

  • If any material showing Model’s images obtained from a certain booking is still in use or on display (as per the allowed usage), but is outdated and/or new material has replaced such Model material, Client shall stop showing the We Speak logo on such Client’s website; however, Client may display We Speak’s logo directly with the associated Model material.

  • We Speak reserves the right to ask anyone to remove an image for improper use of We Speak logo.

  • Client shall not alter in any way the We Speak logo without We Speak’s written consent.

    Model Care & Safety

  • For any booking exceeding 5 hours, Client shall provide a healthy meal and/or snacks for Model taking into account Model’s dietary restrictions.

  • Client shall ensure that (i) Model is treated with respect and professionalism; and (ii) Client takes all steps necessary to ensure that the safety, health and wellbeing of Model is protected and maintained at all times while providing services to Client. Client shall, including but not limited to:

    ensure that the venue for the services and the working conditions where Model is required to perform are safe and secure and in compliance with all applicable health and safety standards, regulations, codes and laws;

    take all measures necessary to allow Model to take suitable and regular rest periods to ensure Model is able to maintain suitable amounts of rest and refreshment while performing the services;

    ensure that all people and organizations engaged by Client in connection with Model services are suitably qualified, experienced and professional;

    ensure that Model is not required to perform any action or activity which is either dangerous, degrading, unprofessional or demeaning to Model;

    provide Model with appropriate changing and dressing area to ensure Model can prepare accordingly for the services while maintaining Model’s privacy; and

    ensure Model is never intentionally put down, made uncomfortable, or made to feel devalued.

    If Client applies credit for a specific project which Model worked for Client shall include a credit in the form of “model’s name” @ “We Speak”.

    Representations and Warranties

  • Client hereby represents and warrants to We Speak that as of the date of any booking:

    Client has full capacity to enter into these Terms and perform its obligations hereunder;

    Client is 18 years of age or older;

    Client has the ability and means to take all steps necessary to ensure that while performing services for Client Model is at all times protected and treated in accordance with all applicable laws and the Model Care & Safety clause;

    Client has all necessary permits, licenses and consents to enter into and to perform its obligations under these Terms and such obligations shall be performed in compliance with all applicable laws, orders, regulations, and other similar instruments including but not limited to any law or health and safety requirements in effect from time to time;

    Client shall promptly disclose to We Speak all necessary information (including without limitation the location and length of the shoot) and details relating to the provision of the services to enable We Speak to ensure that the model is suitably prepared and able to perform the services.

    Indemnity

  • Client hereby agrees to defend, indemnify and hold harmless We Speak, its affiliates, successors and assigns, and its officers, directors, employees, representatives, and agents, from any and all claims, actions, losses, expenses, and liabilities whatsoever (including, without limitation, reasonable attorneys’ fees and costs) which relate to, in connection with or result from (a) the breach by client of any covenant, agreement or obligation contained in these Terms, (b) the inaccuracy or breach of any representation or warranty of Client contained in these Terms Agreement, (c) any action or omission by Client, (d) any breach by Client of any applicable law or regulation, (e) any acts or omissions of Client’s contractors, subcontractors or employees in connection with these Terms, Services or Models.

    Contract and Authority

  • For so long as a Model is a We Speak Model, all matters relating to the use of Model’s image, any other services supplied by Model and all applicable fees shall be negotiated and agreed only with We Speak. Client shall not (i) directly or indirectly negotiate, engage, agree or otherwise contact any Model for any services other than through We Speak, or (ii) otherwise directly or indirectly circumvent, avoid, bypass or in any way obviate We Speak in acting as agent of such Model. Any purported agreement between Model and any person acting on behalf of or for the benefit of Client or any Ultimate Client in violation of this Section shall be null and void. Notwithstanding the foregoing, if a court determines that such agreement between Client or such Ultimate Client and Model shall be valid and enforceable, Client shall remain liable before We Speak for any Agent Fee that may result from any services provided by Model for Client or such Ultimate Client.

    Disclaimer

  • We Speak will use reasonable endeavors to ensure that Models provide a satisfactory and efficient service to Client, as the agent, We Speak may not be held responsible for Model's conduct or behavior while providing services to Client and in this regard We Speak shall not be held liable for any costs, expenses or losses suffered as a consequence of such Model’s behavior, conduct, or cancellation of any Model.​ It is recommended that Client procure the necessary insurance to protect against such cancellation.

  • All services that Models may provide to Client shall be on a non­exclusive basis and Model shall be free to provide similar and/or competing services to any third party and/or competing product or brand. Model may provide services to and allow use of Model's image by any competitor of Client unless an exclusivity agreement is entered into by and between We Speak on behalf of Model and Client providing for, among others, the applicable exclusivity fee and terms.

  • THE SITE AND SERVICES SUBJECT MATTER OF THESE TERMS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE SPEAK EXPLICITLY DISCLAIMS ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON­INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE SPEAK MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR­FREE BASIS. WE SPEAK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY MODEL, THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR AS A RESULT OF THE SERVICES.

  • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WE SPEAK OR THROUGH THE SITE, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREUNDER.

  • CLIENT SHALL BE SOLELY RESPONSIBLE FOR TAKING ANY REASONABLE PRECAUTIONS CLIENT DEEMS NECESSARY OR ADVISABLE IN CONNECTION WITH MODEL AND THE SERVICES, PARTICULARLY IF CLIENT DECIDES TO ENGAGE SUCH MODEL UNDER AN EXCLUSIVITY AGREEMENT. NOTWITHSTANDING WE SPEAK’S APPOINTMENT AS THE AGENT OF MODELS, WE SPEAK EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY MODEL OR OTHER THIRD PARTY.

  • CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF CLIENT’S ACCESS TO AND USE OF THE SITE AND SERVICES AND ANY CONTACT CLIENT MAY HAVE WITH MODELS REMAINS WITH CLIENT. NEITHER WE SPEAK NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, DELIVERING OR DISTRIBUTING THE SITE OR SERVICES SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE SPEAK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  • ALL DIRECT DAMAGE CAUSED BY WE SPEAK’S DEFAULT UNDER THESE TERMS, FOR WHICH WE SPEAK MAY BE LIABLE TO CLIENT SHALL BE LIMITED TO THE AMOUNT OF THE SPECIFIC AGENT FEES PAID BY CLIENT FOR THE CORRESPONDING BOOKING.

    Term and Termination

  • We Speak may in its sole discretion and without any liability to Client, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Client’s access to the Site. If We Speak exercises its discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to Client: (a) Client’s access to the Site will be deactivated and you will not be able to access the Site or receive Services, or receive any assistance from We Speak, (b) any pending or accepted future bookings will be immediately terminated, (c) We Speak shall communicate to Models that a potential or confirmed booking has been cancelled, and (d) We Speak shall refund in full to Client any and all fees paid for Services that were not provided to Client. Client may stop using the Site and Services at any time and cancel any account with We Speak by sending an email to We Speak. If Client decides to stop using the Services or the Site, We Speak shall not have any obligation to delete or return to Client any content or information transferred through the Site or otherwise sent to We Speak in connection with the Services.

    Miscellaneous

  • These Terms and any operating rules for ​www.wespeakny.com​ established by We Speak constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between parties with respect to such subject matter.

  • These Terms shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to its choice of law rules. The parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, New York City, State of New York for the purposes of adjudicating any matter arising from or in connection with these Terms, the Services or the Models. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS.

  • Neither party may assign any of its rights or delegate any of its obligations hereunder. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder. These Terms are for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

  • The section headings used in these Terms are for convenience only and shall not be given any legal import. If any one or more of the provisions of these Terms shall, for any reason, be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision.

  • No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding subsequent breach or default.

  • Each party acknowledges and agrees that a breach of its obligations under these Terms may result in irreparable and continuing damage to the other party for which monetary damages may not be sufficient, and agrees that the other party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.

  • Except as otherwise set forth in these Terms, We Speak shall not be liable to Client for any delay in performing or failure to perform any of its obligations under these Terms which is due to any Force Majeure Event and We Speak’s obligations under these Terms shall be suspended for so long as the Force Majeure Event continues.

  • We Speak reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in We Speak’s sole discretion.

  • We Speak’s logos are trademarks of We Speak. All rights reserved.

  • Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by We Speak (i) via email (in each case to the address that Client provide) or (ii) by posting to the Site. For notices made by e­mail, the date of receipt will be deemed the date on which such notice is transmitted.

  • Any notices or other communications permitted or required hereunder to We Speak shall be by email to ​.

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