Welcome to Makosi

Please read these Terms of Service carefully when, using or accessing our website or mobile services or making use of any of the talent recruitment and placement services (“Makosi Services”) offered by Tidal Wave Holdings, LLC, Tidal Wave Audit and Tax LLC and Makosi Audit and Tax Services LLC (“Makosi”, “Us”, “We” “Our”).

These Terms of Service include the Privacy Policy and Browser Terms and are binding and enforceable against every person (“you”, “user(s)”,”he”, “she” “they”) who accesses or uses Makosi’s online and/or mobile services and websites, including any software, service, feature, product, program and element provided by or on behalf of Makosi in connection with such services or websites, including but not limited to makosi.com (collectively, the “Website” or “Site”) and including, but not limited to, any products, programs, and services described in these Terms of Service, (a) you represent that you have read and understand the Privacy Policy and Browser Terms; and (b) you are agreeing to the terms and conditions of these Terms of Service (“the Agreement”).

This Agreement governs your access and use of Our Website, software products offered by Us and Our subsidiaries, updates, upgrades and features as well as any further online or mobile services, features, content, webinars, virtual interviews, events or meetings hosted by or in connection with Us.

The Website is made available to individuals seeking employment opportunities or information which may be relevant to their job search or career and by organisations seeking to provide secondment opportunities or fixed term assignments to suitable candidates. You acknowledge and agree that your license to use the Website will automatically be revoked if you attempt to use the Website for any other purpose.

BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE “APPLY,” “SUBMIT” OR “ACCEPT” BUTTONS, UPLOADING YOUR PERSONAL INFORMATION OR YOUR WORK EXPERIENCE, USING ANY OF THE SERVICES, OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS OF SERVICE, YOU AND ANY PARTY OR ENTITY THAT YOU ARE USING, REPRESENT AND WARRANT THAT: (i) YOU ARE AUTHORIZED TO BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE WEBSITE AND/OR MOBILE APPLICATION; AND (ii) YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS.
IF YOU DO NOT AGREE, DO NOT CONTINUE TO USE THE MAKOSI SERVICES.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN HEREIN TO RESOLVE ANY DISPUTES WITH US.

NOTICE OF ACCESSIBILITY: IF YOU ARE HAVING TROUBLE ACCESSING THE WEBSITE OR ANY PORTION THEREOF, PLEASE EMAIL OUR TEAM AT SUPPORT@MAKOSI.COM FOR ASSISTANCE.

1. Introduction and description

1.1. The Makosi Services facilitate opportunities for suitably qualified auditors and/or accountants on the (global) job market (“Applicants”) with fixed term employment and/or secondment opportunities at Certified Public Accountant (CPA) firms in the United States of America and Australia (“Makosi Secondment Partners”).

2. The process of applying - becoming part of the Makosi talent pool

2.1. Users who are potential Applicants can visit the Website at www.makosi.com where they are able to browse through the information and learn about the Makosi Services. Users who wish to learn more can confirm their attendance at a webinar hosted by Makosi career team https://www.makosi.com/webinar who explain the service offering and the potential opportunities available to Applicants who become part of the Makosi talent pool.

2.2. If the user decides to apply for a position with Makosi, he/she will select the “apply now” option and will be directed to follow the registration steps. This includes providing his/her e-mail address and other personal and career information. All information provided to Makosi by users / Applicants / you is collected, processed and stored in accordance with the Makosi Privacy Policy. Your personally identifiable information will not be sold or shared with third parties without your permission, however, by choosing to provide us with your personal and career information you agree that this may be shared with Our Secondment Partners. Your information, once provided, is stored on the Makosi system until you request us to change it or delete it. We keep your information on our database so that we can find the right secondment opportunity for you at the right time, and to optimise our service offering.

2.3. Once you initiate an application submission, you will be given a unique link where you can access your application page, to continue with or supplement your resume, upload documents, and schedule interviews with the Makosi team. After your interview with us, we will grant you access to your profile via another secure portal where you can edit your information, upload documents and schedule interviews with our Secondment Partners.

2.4. There are no charges or subscription fees to become part of the Makosi talent pool, or to maintain any status on our platform.

3. The contents of your Makosi resume

3.1. By creating a public resume through the Website, you are requesting and authorising Makosi to make your resume available to third parties, including our Secondment Partners, which Makosi believes would be interested in viewing its contents for the purpose of accepting you on secondment.

3.2. We may automatically send you information about the Makosi Service or relevant secondment opportunities via text message or Whatsapp to the mobile number provided to us or via e-mail to the e-mail address which you use to create your Makosi profile.

3.3. Makosi assumes no responsibility and disclaims all liability for your resume or contents of the application which you submit via the Website. It is your responsibility to ensure that the information is correct. We use the information that you provide about yourself to match you with the appropriate Secondment Partner and it is thus in your best interest that you provide comprehensive, current and accurate information which is truthful. We may store this information regardless of whether you are eligible for any secondment or whether an appropriate secondment opportunity arises.

3.4. Any resume or application information which you provide through the Website, including personal information, responses to screening questions or assessments, are subject to this Agreement and our Privacy Policy.

3.5. You acknowledge and agree that Secondment Partners may request that Makosi collates your resume, answers to interview and screener questions, assessment responses and other information which you provide, into one document, to present to a Secondment Partner and you agree that in doing so, Makosi assembles these application materials on your behalf.

3.6. Makosi does not guarantee you employment or a secondment opportunity.

4. Virtual communications

4.1. Makosi and/or Secondment Partners may offer you the opportunity to participate in virtual and remote communications, including but not limited to, phone interviews, virtual meetings, and video interviews (“Virtual Interviews”).

4.2. You understand that Makosi is not a telecommunications service provider and we are only providing the option for you to communicate with us or with our Secondment Partners via services that may be offered by third-party providers. Since these telecommunication services may depend on the functionality of third-party providers, there may be technical delays or malfunctions on the part of those providers. We are not responsible for the technical capabilities of any third parties to receive, transmit, or support such phone or video communications. Makosi does not guarantee any aspect of your Virtual Interview experience including transmission of phone or video communications, quality of audio/visual content, data security, or data usage and restrictions. Makosi is not liable for any claims arising out of your use of Virtual Interviews and you release Makosi from any such claims. You understand that Makosi does not guarantee our or the Secondment Partner’s schedule or availability for conducting Virtual Interviews.

4.3. YOU UNDERSTAND AND AGREE THAT THERE IS NO PROTECTION FOR ANY INFORMATION YOU SHARE OR DATA THAT YOU TRANSMIT WHILE PARTICIPATING IN VIRTUAL INTERVIEWS INCLUDING, BUT NOT LIMITED TO, AUDIO/VISUAL CONTENT, INTERVIEW QUESTIONS AND ANSWERS, OR YOUR IMAGE OR LIKENESS. YOU ACKNOWLEDGE AND AGREE THAT MAKOSI IS NOT RESPONSIBLE FOR SECURING OR PROTECTING ANY DATA OR INFORMATION THAT YOU SHARE OR TRANSMIT DURING YOUR USE OF VIRTUAL INTERVIEWS. MAKOSI ASSUMES NO LIABILITY FOR THE MISUSE OF ANY DATA YOU SHARE OR TRANSMIT THROUGH USE OF VIRTUAL INTERVIEWS.

4.4. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE VIRTUAL INTERVIEWS AT YOUR OWN DISCRETION AND RISK AND THAT MAKOSI DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF VIRTUAL INTERVIEWS.

5. Proprietary rights; Licence

5.1. We own or license from a licensor all materials, including images, illustrations, designs, icons, photographs, video clips, and any software concepts and documentation and other material on, in or made available through the Website ("Site Contents"), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Contents. All Site Contents are protected pursuant to copyright, trademark, patent and other applicable laws and are owned by Us or our licensors. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Contents. All names, trademarks, service marks, certification marks, symbols, slogans or logos appearing on the Website are proprietary to us or our affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site Contents, other than the right to use the Site Contents in accordance with these Terms of Service for the Makosi Services.

Procedure for Making and Responding to Claims of Copyright Infringement:

We will respond to claims of copyright infringement, and will promptly process and investigate notices of alleged infringement by third-parties and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA"), Title 17, United States Code, Section 512(c)(2), where applicable. In keeping with the DMCA, notifications of claimed copyright infringement by third parties should be sent to our designated agent (the "Designated Agent"). If you believe that your copyrighted work has been infringed under U.S. copyright law and is accessible on the Site, please notify us by contacting the Designated Agent.

To give effective notification of a claim of copyright infringement by a third-party under the DMCA, you must send a written communication to the Designated Agent that includes substantially the following: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (2) identification of the copyrighted work, or, if multiple copyrighted works are covered by a single notification, a representative list of such works that are claimed to have been infringed; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on the Site; (4) information reasonably sufficient to permit Site to contact the complaining party, such as an address or telephone number, and, if available, an e-mail address at which the complaining party may be contacted; (5) a statement that the complaining party has a good-faith belief that neither the copyright owner, nor its agent nor the law has authorized the use of the material in the manner complained of; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

The Designated Agent for notice of claims of copyright infringement can be reached at:

Name: Kevin Kletz, Copyright Claims Agent

Address: 244 Fifth Ave, Suite 1293, New York, NY 10001

Email: kevin.kletz@makosi.com

Phone: +1 (917) 224-8109

If a valid notification of alleged copyright infringement is received, we will remove or disable access to the material identified in the notice as being infringing or as being the subject of infringing activity, and take reasonable steps to notify the alleged infringer that this material has removed or had access disabled. Please note that under the DMCA, an alleged infringer has the right to submit a counter-notice to have the allegedly infringing material re-published on the Site. Should that occur, you will receive notification from us and, should you wish to have the material subsequently removed, you will be required to file a copyright infringement claim in a U.S. federal court.

Additionally, a claimant who makes a misrepresentation concerning copyright infringement may be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer who is injured by the misrepresentation as a result of reliance upon the misrepresentation by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or ceasing to disable access to it.

5.2. The Makosi Services are licensed to you, not sold. We grant you a personal, limited, non-transferable, revocable and non-exclusive license to use the Makosi Services to which you have access for your non-commercial use, subject to your compliance with this Agreement.

5.3. You may not access, copy, modify or distribute any aspect of the Makosi Service, unless expressly authorized by us or permitted by law. You may not reverse engineer or attempt to extract or otherwise use source code or other data from the Makosi Services, unless expressly authorized by us or permitted by law. We and or our licensors own and reserve all other rights, including all right, title and interest in the Makosi Services and associated intellectual property rights.

6. User comments, feedback, and other submissions

6.1. Certain features of the Website may allow you to contribute other materials and information for access, use, viewing and commentary by other users to the Site (collectively, "Comments"). By posting Comments, you represent that you have the full legal right to provide those Comments and that use of the Comments by Us and all other persons and entities will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement; or (c) constitute disclosure of any confidential information owned by any third party. Upon your submission of Comments or other material or information to Us, you grant us a worldwide, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, create derivative works based upon, and sublicense, the Comments, all without any compensation to you whatsoever. For the avoidance of doubt, we shall be under no obligation to: (1) maintain any Comments in confidence; (2) pay any compensation for any Comments; or (3) respond to any Comments. If you believe that any content or postings on the Website violate your intellectual property or other rights, please email Us via kevin.kletz@makosi.com with a comprehensive detailed message setting forth the following information: a) your name and the name of your company, if any; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: "The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message."

7. Rules of Conduct

7.1. When you access or use any aspect of the Makosi Service, you agree that you will not:

7.1.1. violate any law, rule or regulation; 

7.1.2. interfere with or disrupt any aspect of the Makosi Service or any server or network used to support or provide the Makosi Service, including any hacking or cracking into Our Website.

7.1.3. use any software or program that damages, interferes with or disrupts any aspect of the Makosi Service and/or the Website or another's computer or property, such as denial of service attacks, spamming, hacking, or uploading computer viruses, worms, Trojan horses, cancelbots, spyware, corrupted files and time bombs.

7.1.4. interfere with or disrupt another Applicant’s use of a Makosi Service.

7.1.5. publish, post, upload or distribute User Generated Content (UGC) or content that is illegal or that you don't have permission to freely distribute.

7.1.6. publish, post, upload or communicate any content, material or information, that we (acting reasonably and objectively) determine is inappropriate, abusive, hateful, harassing, profane, defamatory, threatening, hateful, obscene, sexually explicit, infringing, privacy-invasive, vulgar, offensive, indecent or unlawful;

7.1.7. impersonate another person or provide false or fraudulent information about yourself; or

7.1.8. attempt to obtain, or phish for, a password, account information, or other private information from another person who is using the Makosi Service.

8. Term and Termination; Modifications

8.1. This Agreement is effective until terminated by you or us. We have the right at any time and without prior notice, at our sole discretion, to revise these Terms of Service or to impose new terms and conditions governing your access to or use of this Website. These revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including posting the revised or additional terms and conditions on this Website. You are responsible for reviewing this Website periodically for any modification to these Terms of Service that may affect your rights or obligations hereunder. You agree that you shall be deemed to be apprised of and bound by any modification by Us to these Terms of Service.

ANY ACCESS OR USE OF THIS WEBSITE BY YOU AFTER NOTICE OF REVISIONS OR ADDITIONS TO THESE TERMS OF SERVICE SHALL CONSTITUTE AND BE DEEMED TO BE YOUR AGREEMENT TO SUCH REVISIONS OR ADDITIONS.

No modification to these Terms of Service by any party other than us shall be valid or enforceable against us unless expressly agreed to in writing signed by a duly authorized officer of our company. We may suspend or terminate your account and your ability to use the Website, or any services on the Website, for failure to comply with these Terms of Service, for providing Us with untrue or inaccurate information about yourself, for infringement upon Our proprietary rights, or for any reason whatsoever or for no reason.

8.2. We may terminate your access and use of any Makosi Services if we determine that you have violated this Agreement or that there has been otherwise unlawful, improper or fraudulent use of the Makosi Services.

8.3. If your account is terminated, you will not have access to your profile which will be deleted and you may be barred from accessing or using any of our Service again. Upon termination, your license under this Agreement also shall terminate. Sections 5to 14 remain unaffected and survive termination.

9. Warranties and disclaimer

9.1. MAKOSI SERVICES ARE LICENSED AND PROVIDED "AS IS." YOU USE THEM AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE GIVE NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR PRACTICE. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PRODUCT OR MAKOSI SERVICE; THAT WE SERVICE WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE MAKOSI SERVICE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS, CORRUPTION, LOSS, INTERFERENCE, HACKING OR VIRUSES, OR THAT MAKOSI SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE.

9.2. You warrant to and in favour of us that: 

9.2.1. you have the legal capacity to agree to and be bound by this Agreement; and 

9.2.2. this Agreement constitutes a valid and binding contract valid which is enforceable against you. 

9.3. Each of the warranties given by you will: 

9.3.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;

9.3.2. continue and remain in force irrespective of whether your account is active, suspended or cancelled; and 

9.3.3. be deemed to be material. 

10. Limitation of Liability; Arbitration Agreement and waiver of certain rights

10.1. We will not, under any circumstances, be liable to you for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive costs, claims, damages, penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts which you may sustain or suffer (or with which you may be threatened), of any kind whatsoever, including lost revenues, lost income or lost profits, which may be as the result of, whether directly or indirectly, any act or omission in the course of or in connection with the implementation of this Agreement, Your use of the Website, regardless of legal theory, whether or not you have been advised of the possibility or probability of such damages, or in the course of the discharge or exercise by the Makosi or our employees, agents, professional advisors or delegates of their obligations or rights in terms of this Agreement or its termination for any reason, in excess of the amount recoverable under our professional indemnity insurance policy. 

UNDER NO CIRCUMSTANCES WILL MAKOSI’S TOTAL LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE WEBSITE, COMMENTS, THE SITE CONTENTS MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

10.2. You and Makosi agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and the Makosi hereby waive any right to a jury trial of any Claim. All controversies, claims, counterclaims, or other disputes arising between you and Makosi relating to these Terms of Service or the Website (each a "Claim") shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined by a single arbitrator. You agree that any such arbitration is subject to the exclusive jurisdiction of Ohio and shall be held in the State of Delaware, United States of America. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies. 

10.3. This arbitration agreement does not preclude you or Makosi from seeking action by federal, state, or local government agencies. You and Makosi also have the right to bring qualifying claims in small claims court. In addition, you and Makosi retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms of Service, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Service.

IN THE EVENT OF A CLAIM FOR WHATEVER REASON, YOU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. NEITHER YOU NOR MAKOSI MAY ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS.

10.4. If any provision of this section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this section shall continue in full force and effect. No waiver of any provision of this section of the Terms of Service will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms of Service. This section of the Terms of Service will survive the termination of your relationship with Makosi.

10.5. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR MAKOSI WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

11. No Consequential losses

11.1. Under no circumstances whatsoever shall either of us be liable for any indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss or damage was actually foreseen or reasonably foreseeable), including but not limited to any loss of commercial opportunities or loss of profits, and whether as a result of negligent (including grossly negligent) acts or omissions of such party or its servants, agents or contractors or other persons for whose actions such party may otherwise be liable in law.

12. Indemnity

12.1. You hereby indemnify and hold harmless us (including our shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time) against any claim by any third party for any costs, damages (including, without limitation, indirect, extrinsic, special, penal, punitive or exemplary loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts arising, from accessing and using Makosi Services and or arising from any breach of any of any obligations or duties under this Agreement.

13. Breach

13.1. Should a party (“the Defaulting Party”): breach any of the terms and conditions of this Agreement, then the other party (“the Aggrieved Party”) shall be entitled forthwith where the Defaulting Party has failed to remedy such breach within a period of 14 (fourteen) days after receipt of written notice by the Aggrieved Party requiring it to do so, to claim specific performance or to cancel this agreement by written notice to that effect given to the Defaulting Party, either of which shall be without prejudice to any other rights which the Aggrieved Party may have at law.

14. Governing law and dispute resolution

14.1. This Agreement and any dispute arising out of or in connection with this Agreement or related in any way to the Website (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of Delaware, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in Delaware courts. Each of the Parties hereby consent to the exclusive jurisdiction of Delaware even if you are located or ordinarily resident outside of  the United States of America.

15. Force Majeure

15.1. Neither party shall be liable for any delay or failure in performance due to events outside the Defaulting Party’s reasonable control, including, without limitation, acts of God, earthquakes, labour disputes, actions of governmental entities (including but not limited to delay caused), riots, war, terrorism, fire, pandemics, epidemics or other circumstances beyond its reasonable control.

15.2. The obligations and rights of the Defaulting Party shall be extended for a period equal to the period during which such event prevented such party’s performance, provided that if such period exceeds 60 (sixty) days, then either party shall be entitled to terminate this immediately on written notice while the party’s performance continues to be prevented.