Terms of Service

2.1 Subject to the agreement and the compliance by User with these Terms, User has the right to access and use the portion of the Service provided by CWILL for free and with no subscription, in such scope as solely determined by CWILL, as detailed on the Sites. The Application developer and API agreement shall apply to the use of the API in connection with this Agreement.

2.2 An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, "browser" software that supports protocols used by CWILL, including Secure Socket Layer (SSL) protocol or other protocols accepted by CWILL. CWILL is not responsible for any modification or compromise of data, including Your Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by CWILL. CWILL assumes no responsibility for the reliability or performance of any connections described in this section.

2.3 You agree (a) not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or time share any rights granted by these Terms to any third party; (b) not to modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) not to falsely imply any association or partnership with CWILL; (d) not to use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; (e) not to use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (f) not to use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights and any privacy rights; (g) not to use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (h) not to attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Sites or the Service; (i) not to use the Service to post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (j) not to use the Service to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); (k) not to try to use, or use the Service in violation of these Terms; (l) not to obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, Personal Data, password Data, and other information of any other User through any means not purposely made available through the Service; (m) not to probe, scan, or test the vulnerability of any system or network of CWILL or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by CWILL to protect the Service, Sites or Software; (n) not to misrepresent Yourself, Your age or impersonate any other individual or entity; (o) not to use or access the Service in order to monitor the availability, performance or functionality of the Service or for any other similar benchmarking purposes; (p) not to remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Services; (q) not to develop any applications or programs whose purpose is to migrate Users or End-Users away from CWILL and/or that excessively burden CWILL Site, Software and API; (r) not to access the Service in bulk through automated tools (such as crawlers, robot programs) unless prior written permission from CWILL is obtained; (s) not to use the Service for commercial purposes unrelated to logistics tracking, including but not limited to data mining and machine learning training.

2.4 The Service is not available to individuals who are Younger than 16 years old. You may not use the Site if You are not of a legal age to form a binding contract and otherwise capable of entering into these Terms. CWILL does not knowingly collect personally identifiable information from Users under the age of 16. Such Users are expressly prohibited from submitting their personally identifiable information to CWILL; any information submitted by such Users will not knowingly be used, posted, or retained by CWILL.

2.5 User is responsible for compliance with the provisions of these Terms and for all activities that occur under the Account, as well as for its Data.

2.6 You are responsible for ensuring that Your use of the Service to process, store and transmit Your Data complies with all applicable laws and regulations.CWILL also commits to ensuring reasonable data protection measures and will cooperate with compliance requirements.

2.7 User maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes.

2.8 Access to and use of portions of the Service may be restricted to a specified number of individuals permitted under the applicable Subscription Plan.

2.9 User agrees and acknowledges that each individual accessing the Account will be identified by a unique Username and password ("Login") and that an individual Login may only be used by one individual. User shall not circumvent the aforementioned restrictions by means of account sharing, simultaneous login via multiple devices, or other similar methods; otherwise, CWILL shall have the right to immediately suspend or terminate the Service without assuming any liability.

2.10 Users are responsible for maintaining the confidentiality of all Login information related to the Account and shall restrict its disclosure to itself and its employees who need to know said Login and who are subject to confidentiality obligations at least as stringent as those provided in these Terms.

2.11 CWILL reserves the right, in CWILL's discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if CWILL suspects or detects any malicious software or file connected to Your Account or use of the Service by You; and/or (d) for any other reason which CWILL deems reasonable. CWILL is not required to provide an explanation for the decision to suspend the Service, nor shall it be liable for any direct or indirect damages arising from the suspension of the Service. CWILL will use commercially reasonable efforts to schedule planned downtime for weekends (Pacific Timezone) and other off-peak hours. CWILL will use commercially reasonable efforts to communicate in advance the planned downtime periods to Users.

2.12 Additional terms and conditions may apply to specific portions or features of the Service including contests, promotions or other services, all of which are made a part of these Terms by reference. You agree to abide by such other terms and conditions when presented to You. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Site or the Service offered on or through the Site, the latter terms shall control with respect to Your use of that portion of the Site or the specific portion of the Service.

3.1 Subject to the express permissions of these Terms, You and CWILL will protect each other's confidential information from unauthorized use, access or disclosure in the same manner as each protects its own confidential information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, CWILL, User and their respective Associates may use the other Party's Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and may only disclose Confidential Information to their employees, agents and representatives, their respective Associates and their respective Associates' employees, agents and representatives who need to know such information in order to perform their respective duties.

3.2 You agree that CWILL, its Affiliates and their respective employees, agents and representatives shall have the right to access Your Account and to use, modify, transfer, reproduce, display and disclose the Data to the extent necessary to provide the Service including, without limitation, in response to Your support requests. You Agree that, solely to the extent necessary to provide the Services, CWILL shall be authorized (i) to permit to use, modify, reproduce and (ii) to disclose the Data (including Confidential Information) to the Authorized Subprocessors, Authorized Carriers, End-Users, CWILL Customers, Shipping Providers, Third Party Service Providers and their employees, agents and representatives. CWILL shall not be jointly liable for the confidentiality obligations of such third parties, but shall use reasonable efforts to require them to comply with the principles of confidentiality.

3.3 CWILL will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data. Such safeguards do not constitute a warranty of specific security outcomes, and CWILL shall not be liable for information security incidents arising from causes not attributable to itself.

3.4 CWILL may also disclose Confidential Information and information about the Account, Your Data and Users in order to (a) comply with the applicable laws and regulations; (b) respond to lawful requests, legal process, orders from a court/other legal authority and/or subpoena; (c) protect CWILL's rights or property, including enforcement of these Terms or other policies associated with the Service; and/or (d) protect personal safety.

4.1 Data Collection and Use. CWILL collects certain information relating to the Account, Your Data, Users, End-Users as well as the devices and tools used in connection with the Services. CWILL processes, uses, discloses, and protects such information in accordance with the CWILL Cookie Notice and CWILL Privacy Policy.

Depending on the specific product or service you use

4.2 Data Subject Rights.CWILL is committed to ensuring the protection of Your Personal Data in compliance with applicable data protection laws. As a User, depending on your geography and your country of residence, You have the following rights concerning Your Personal Data: To be informed. Access Your personal data held by CWILL. Request rectification of any inaccurate or incomplete data. Request the erasure of their personal data, commonly referred to as the right to be forgotten. Restrict the processing of their personal data under certain conditions. Request data portability to receive their personal data in a structured, commonly used format. Right not to be subject to a decision based solely on automated processing, including profiling, and any other right applicable in your country of residency.

CWILL is dedicated to fulfilling these rights in accordance with the timeframes outlined in the respective data protection law and will provide the necessary mechanisms for Users to exercise them effectively.

4.3 CWILL will process, use, modify, collect, and store Personal Data in accordance with Applicable Data Protection Laws. By submitting any Personal Data to CWILL, User irrevocably represents and warrants that they have (1) complied with all applicable laws, (2) provided all relevant notices and obtained necessary consent from data subjects for CWILL to process the Personal Data.

4.4 CWILL will not knowingly collect Personal Data from individuals under the age of 16 in compliance with applicable laws. Users are responsible for ensuring that they do not submit data related to children under this age and must obtain any necessary parental consent before providing such data.

4.5 Where applicable and/or required by law, if a Data Breach involving Personal Data occurs, CWILL will investigate the incident without undue delay and will provide notifications to affected Users and/or regulators when required to do so under applicable laws, including any jurisdiction-specific thresholds or timelines.

4.6 CWILL may transfer Personal Data to countries outside the European Economic Area (EEA). Such transfers will be governed by appropriate safeguards, including Standard Contractual Clauses approved by the European Commission, ensuring compliance with the GDPR and adequate protections for any Personal Data being transferred internationally.

4.7 CWILL will retain Personal Data only for as long as necessary to fulfill the purposes for which it was collected, including compliance with legal obligations and the resolution of disputes. Specific retention periods have been established by CWILL based on the type of data and applicable legal requirements. Upon expiration of the retention period, Personal Data will be securely deleted or anonymized in accordance with our policies.

4.8 Users are encouraged to contact our team at [email protected] or by submitting a request through our online form for inquiries related to data protection. Our team oversees data protection matters and ensures compliance with applicable laws.

4.9 CWILL implements a comprehensive range of security measures to safeguard Personal Data, including encryption, access controls, and regular security assessments. Our practices ensure that Personal Data is protected against unauthorized access, loss, or alteration.

4.10 We utilize cookies to enhance Your experience on our website. For detailed information on the types of cookies We use and their purposes, please refer to our Cookie Notice. You can manage Your cookie preferences through Your browser settings or by using the "Cookies Settings" link provided on our Sites, ensuring compliance with applicable data protection requirements for explicit consent.

In addition to the Terms, the following terms apply to Your access and use of CWILL Products.

5.1 During the Subscription Term and subject to compliance by User with these Terms, User has the limited right to access and use the portion of the Service consistent with the Subscription Plan.

5.2 In Order to subscribe to paid Subscription Plans, Users shall either buy Credits or pay a subscription fee as described on the Sites. For more information about the payment plans, please refer to the latest published content on the pricing page.

5.3 Downgrading the Subscription Plan may cause loss of content, features, or access to specific portions of the Service that may have been previously available to User. CWILL does not accept any liability for such loss.

5.4 CWILL provides tracking information originating from the relevant Authorized Carriers. In addition, and without any limitation to the warranty disclaimer provided in These Terms, CWILL makes no warranty whatsoever (i) in respect of the accuracy and integrity of the information provided by the Authorized Carriers and (ii) that the information will be communicated to User integrally and/or in a timely manner. Users shall bear all risks arising from any decisions made based on the tracking information. CWILL shall not be liable for any direct or indirect losses caused by errors, delays, or omissions in the information.

6.1 Subject to these Terms, CWILL hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Service. The rights granted herein are subject to Your compliance with these Terms. The Service is being licensed to You and You hereby acknowledge that no title or ownership in the Service is being transferred or assigned and these Terms are not to be construed as a sale of any rights in the Service.

6.2 The trademark of CWILL® as shown on the Site, the Application, the Software or the Documentation are trademarks owned by CWILL and/or its Affiliates (collectively, "CWILL Trademark"). Unless otherwise provided by applicable laws or regulations, CWILL Trademark may not be used in any manner other than expressly authorized in a written agreement.

6.3 The Service, Software, Site, CWILL API and all patents, trademark, copyrights (including namely but not exclusively the rights to make copies, to prepare derivatives, to make a public performance and/or to publicly display the Content), inventions, software, websites, applications, processes, methodologies, domain names, documentation, information, templates, tools, documents, trade secrets, trade names, common law trademark rights, data bases, know-how, and any and all other property and/or intellectual property rights (collectively, "CWILL Intellectual Property Rights") owned by, used by or on behalf of CWILL or any Affiliate, or otherwise related to the Service, are, will be and remain the sole and exclusive property of CWILL or its Affiliates. The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any CWILL Intellectual Property Rights.

6.4 CWILL shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback CWILL receives from You. CWILL reserves all rights not expressly granted to You.

6.5 All content of the Service, Site, Application or Software including, but not limited to, all text, graphics, documents, templates, User interfaces, visual interfaces, photographs, product and virtual product descriptions and design, FAQs, videos, logos, CWILL trademark, sounds, music, artwork, computer code, computer program, application and software (collectively, "Content"), including the arrangement of such Content, is owned, controlled or licensed by or to CWILL, and is protected by trade dress, copyright, trademark, and any and all applicable intellectual property rights. Except as expressly provided in the Terms or authorized by CWILL in a written agreement, no Content or part of Content may be copied, duplicated, sold, resold, reverse engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever.

6.6 Subject to CWILL compliance with these Terms, User hereby grants to CWILL a limited, non-exclusive, non-transferable, fully-paid, worldwide, royalty-free license to use, subject to applicable guidelines set forth by User, User's registered and unregistered trademark, tradename and logo in connection with the distribution, promotion and marketing of CWILL Service. Unless provided otherwise in writing, CWILL shall have no obligations towards User to submit advertising materials containing User's trademark prior to distribution, promotion and marketing of CWILL Service. Except as set forth in this section 6.6, nothing in these Terms shall grant or shall be deemed to grant to one Party any right, title or interest in or to the other Party's trademark.

7.1 If You decide to enable, access, integrate, connect or use Third Party Services, be advised that Your access, integration, connection and use of such Third Party Services are entirely independent of CWILL and are governed by the terms and conditions of such Third Party Services. CWILL does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the Third Party Services providers handle data, including Your Data, or any interaction between You and the Third Party Service provider.

7.2 By enabling, accessing, integrating or connecting any Third Party Services including namely but not exclusively Shopify and WooCommerce, You are irrevocably expressly permitting CWILL to (i) disclose, collect, process and retain Your Login, Your Data or any other relevant data provided by You or the relevant Third Party Service provider to the extent necessary to facilitate the access, integration or connection of such Third Party Service with the Service, (ii) access, use, collect, process and retain any and all data originating from relevant Third Party Service provider and to combine said data with Your Data to the extent necessary for CWILL to provide the Services.

7.3 CWILL may obtain information including Personal Data if You decide to enable, access or use social media authentication or other authentication services including but not exclusively if You log into our Services through such Third Party Service or otherwise provide Us with access to information from such Third Party Service. Any access that We may have to such information from a third party social media or authentication service is in accordance with the authorization procedures determined by that Third Party Service provider.

7.4 You irrevocably waive any claim against CWILL with respect to Third Party Services. CWILL is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access, integration, connection or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services.

The Service may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of CWILL, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals found on or through the Service are solely between You and such organizations or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of the third parties providing Third Party Services. You agree that CWILL is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.

If there is a dispute between Users, End-Users and/or Third Party Service Provider, You understand and agree that CWILL is under no obligation to become involved. In the event that You have a dispute with any other User, End-User or Third Party Service provider, You hereby irrevocably release the Released Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.

10.1 Taxes. The fees and charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding assessable taxes by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). User agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent CWILL is legally required to collect the same, will be itemized on the CWILL invoice. If User has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), User will gross up the payments so that CWILL receives the amount quoted and invoiced. If CWILL has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by User, unless, prior to the invoice date, User provides CWILL with a valid tax exemption certificate authorized by the appropriate taxing authority or other acceptable documentation as agreed upon by CWILL. CWILL reserves the right to issue a supplemental bill for any taxes not fully collected due to an error.

10.2 Credit Card. If User pays by credit card, the Service provides an interface for the account owner to insert or change credit card information. User will receive a receipt for each confirmed payment. If User pays by credit card, User agrees that CWILL will use a third-party intermediary to manage credit card processing.

10.3 Cancellation. To cancel, Users shall go to User Account page and follow the instructions for cancellation. If User cancels its Subscription Plan, the limited right to access and use the portion of the Service consistent with the Subscription Plan will automatically terminate at the end of the applicable billing period. Unless User cancels its Subscription Plan before the billing date, User authorizes CWILL to charge the applicable Subscription Plan fee for the next billing cycle to the relevant payment method. Users can cancel its Subscription Plan at any time and will continue to have access to the Service through the end of the billing period.

10.4 No refund. Payments are non-refundable and CWILL does not provide refunds or credits for any partial Subscription periods or unused CWILL Services. Fees incurred due to User's operational errors resulting in failure to cancel in a timely manner shall be borne by User, and CWILL shall not provide a refund therefore.

10.5 Changes to the Price and Subscription Plan. CWILL may change Subscription Plans including but not exclusively price, features and options from time to time. Any price changes or changes to Your Subscription Plan will apply upon notice to You.

If User does not log in to the Account for twelve (12) or more months, CWILL may treat the Account as "inactive" and permanently delete the Account, Your Data and any other data associated with it, unless required to retain under applicable laws. CWILL reserves the right to block Users from certain IP addresses or device numbers and prevent access to the Service. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Service or You otherwise use the Service in breach of these Terms. We may suspend or terminate Your use of the Service if You are not complying with these Terms, the Documentation, or if You use the Services in any way that could cause Us legal liability or disrupt others' use of the Services.

CWILL reserves the right in its sole discretion to terminate Your Account, delete Your profile and any of Your Data and restrict Your use of all or any part of the Service for any or no reason, without notice, and without liability to You or anyone else.

You agree that use of the service is entirely at your own risk. The service is provided on an "as is" and "as available" basis, without any warranties of any kind. All warranties, express and implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement are expressly disclaimed to the fullest extent permitted by law. To the fullest extent permitted by law, the released parties disclaims any warranties for the security, reliability, timeliness, accuracy, and performance of the service. To the fullest extent permitted by law, the released parties disclaims any warranties for third party services or goods received through the service or any links on the service. To the fullest extent permitted by law, the released parties disclaims any warranties for viruses or other harmful components in connection with the service.

The released parties will have no liability for, namely but not exclusively: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage resulting from your access to or use of the service; (c) any unauthorized access to or use of CWILL servers or of any personal or financial information; (d) any interruption of transmission to or from the service; (e) any computer viruses or malicious code that may be transmitted on or through the service; or (f) any loss or damage of any kind incurred as a result of the use of any functionality or content posted, e-mailed, transmitted, or otherwise made available on or through the service.

The released parties do not warrant, endorse, guarantee, or assume responsibility for any third party service or third party product recommended, advertised, offered on or through, integrated in or connected to the service or any linked website.

You understand and agree that any material or information downloaded or otherwise obtained through the use of the service is done at your own risk and that you will be solely responsible for any damage arising from doing so. No advice or information, whether oral or written, obtained by you from CWILL or through the service will create any warranty not expressly made in these terms.

Some jurisdictions do not allow the exclusion of certain warranties, so some or all of the foregoing disclaimers may not apply to you.

To the fullest extent permitted by applicable law, under no circumstances shall the released Parties be liable for indirect, incidental, special, consequential, punitive or exemplary damages (even if CWILL has been advised of the possibility of such damages), resulting from any aspect of Your use of the Service, whether the damages arise from use or misuse of the Service, from inability to use the Service, or the interruption, suspension, modification, alteration, or termination of the Service. Such limitation shall also apply with respect to damages incurred arising out of or in connection with third party services received through the Service or any links on the Service, and with respect to damages in connection with information received through the Service or any links on the Service. These limitations shall apply to the fullest extent permitted by law.

Notwithstanding anything to the contrary in these terms, in no event shall CWILL's entire liability to You under these terms, whether in contract, tort (including negligence), strict liability or otherwise, exceed the price paid by You during the twelve (12) months immediately preceding the first event giving rise to any claim for damages. If You have not paid any fees during such period, Your liability cap shall be USD 100.

Nothing in these terms shall limit or exclude either Party's liability for (i) death or bodily injury caused by its negligence, (ii) fraud or (iii) any other liability that, by law, cannot be limited or excluded. Some jurisdictions do not allow the limitation of incidental or consequential damages so this limitation may not apply to You.

You agree to indemnify and hold the released Parties harmless from and against any and all actions, demands, liability, claims, damages, losses, penalties, fines and expenses including but not limited to attorneys' fees and court costs, made by any third parties due to, arising out of, resulting from or in connection with: (a) any information (including Your data or any other data) that You or anyone using Your account submit, post, or transmit on or through the Service; (b) the use of the Service or third party services by You or anyone using Your account; (c) the violation of these terms by You or anyone using Your account; or (d) the violation of any rights of any third parties, including intellectual property or personal data rights by You or anyone using Your account.

Each Party will (at User's sole cost and expense) provide reasonable co-operation to the other Party in the defence and settlement of such claim.

User will, upon its written request, be given sole authority to defend or settle such claim, provided that (a) User keeps CWILL informed of the progress of its defense or settlement; and (b) User does not compromise or settle such claim without unconditionally releasing each released Parties and each CWILL service provider of all liability in respect of such claim.

Except in relation to obligations to make payments under these Terms, no Party shall be held liable for any delay or failure in performance of any provision of these Terms if, based on evidence provided by the non-performing Party to the other Party, such performance is delayed or prevented by Force Majeure.

16.1 The Service is operated from Hong Kong. These Terms will be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any conflict of laws, rules or provisions.

16.2 Information available on the Service may also be subject to the laws of the country where You reside. Access in countries where the information or Services provided are illegal is prohibited. In the event of any conflict between the laws of Hong Kong and the laws of the country where User resides, the provisions of this Agreement shall prevail; in respect of matters not stipulated in this Agreement, the applicable law shall be determined in accordance with the principle of the closest connection.

16.3 The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

17.1 Severability. If any provision in the Terms is held invalid, the remainder of the Terms shall continue to be enforceable. If any provision in the Terms is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Terms and the remaining provisions are still valid and enforceable.

17.2 Assignment. Users will not assign or otherwise transfer this Agreement, in whole or in part, without CWILL's prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void and will constitute an incurable material breach of this Agreement and CWILL shall have the right to immediately terminate this Agreement. CWILL may assign this Agreement, in whole or in part.

17.3 No Waiver. Any waiver of any breach or default by either Party will not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

17.4 Independent Contractor. Each Party is an independent contractor in the performance of each and every part of this Agreement and the Parties do not intend to enter into any joint venture, partnership, employee-employer relationship or the like. There are no third party beneficiaries to the Agreement.

17.5 Scope of the Agreement. Each of the Parties acknowledges that it is not entering into this Agreement in reliance upon any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other Party before the execution of this Agreement. Each of the Parties waives all rights and remedies which, but for this clause, might otherwise be available to it in respect to any such representation, warranty, collateral contract or other assurance, provided that nothing in this clause shall limit or exclude any liability for fraud.

17.6 Singular/Plural. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.

17.7 Entire Agreement. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, both oral and written, and contains the entire understanding of the Parties on the subject matter hereof.