Effective Date: 10-April- 2026
Updated on: 10- April – 2026
MAINLINK SERVICE AGREEMENT
This Mainlink Service Agreement (the Agreement) is between you and Mainlink, UAB, a company incorporated under the laws of the Republic of Lithuania, (Mainlink) and governs your access or use of our services (the Services) on a business-to-business (B2B) basis.
By starting using our Services, you accept and agree to be bound by the terms of this Agreement effective as of the date of such action.
- Definitions and interpretations
1.1. Agreement – means this Mainlink Service Agreement, all annexes attached hereto, each Service Order and any other document incorporated by reference herein in connection with the access to and use of the Services;
1.2. Client – means a business or entity that engages in the Services;
1.3. Client’s User – means an individual who is an employee, subcontractor or other agent of the Client who is authorized to access and use the Services on behalf of the Client, under the right granted to Client pursuant to this Agreement;
1.4. Data Processing Agreement – means an agreement between the Client and Mainlink regulating the processing of personal data on behalf of the Client, in compliance with applicable data protection laws;
1.5. End User – means a customer of the Client, who’s data is collected, generated, processed on the Client’s behalf, under the Client’s control and responsibility, as disclosed or otherwise made available to Mainlink pursuant to this Agreement;
1.6. Fees – mean all fees payable by the Client in connection with the access and use of the Services, as further detailed in this Agreement and applicable Service Order.
1.7. Hardware – means a physical device such as water meter, sensor, and any other measurement or monitoring equipment and used to collect, process, or transmit data.
1.8. Intellectual Property Rights – mean all inventions, patents, copyrights, trade secrets, trade names, know-how, moral rights, industrial design, computer software and data, and all other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third-party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law, anywhere in the world.
1.9. Object – means a unit of Hardware device (including Products, if applicable) installed at the premises of End User and connected to the Platform or a virtual instance (including software-based or cloud-based components) that is integrated with and accessible via the Platform.
1.10. Order – means a purchase order submitted by the Client for the delivery of Products under a Service Order, specifying quantities, delivery location, delivery terms and requested delivery date.
1.11. Platform – means a cloud-based Mainlink system, including its software, interfaces, databases, data processing tools, smart technologies, aimed at data collection from the Object and structuring, analysis, integration, monitoring, visualization and identifying of alerts, preparation of reports. The usage of the Platform is governed by the Terms of Use (https://mainlink.net/general-terms-of-use/)
1.12. Privacy Policy – means Mainlink’s privacy policy (https://mainlink.net/contract-privacy-policy/) relating to the collection, use and safeguard of the personal information provided to Mainlink, in compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation (EU) 2016/679 (GDPR), as same may be updated from time to time, at Mainlink‘s sole discretion.
1.13. Product – means any Hardware or other tangible goods (such as gateway) supplied by Mainlink and governed under Sale-Purchase Agreement.
1.14. Sale-Purchase Agreement – means general terms governing the sale of the Products.
1.15. Services – mean, in connection with this Agreement: i) access to the Platform, and ii) any other additional services ordered by the Client, if applicable, such as connectivity services, integration, configuration, support or other related services, and further detailed in the applicable Service Order. For the avoidance of doubt, Services do not include the purchase of any Products.
1.16. Service Order – means a separate form under which the Client may order: i) Services under this Agreement; and ii) Products under Sale-Purchase Agreement, if applicable. A Service Order may define the general commercial terms, including scope, pricing and indicative quantities. To the extent it includes Products, such Products may be further specified and delivered through separate Orders in accordance with the Sale-Purchase Agreement (https://mainlink.net/mainlink-sales-and-purchase-agreement/). The Service Order shall be an integral part of this Agreement once executed by the Parties.
1.17. For the purposes of this Agreement, “writing”, “written” or similar expressions include, without limitation, hand signed documents, emails, documents signed with a valid electronic signatures, or any other method that is consistent with the nature of the Services and generally accepted business practices in the relevant industry.
- Services
2.1. Subject to Client being in compliance with the terms and conditions of this Agreement, Mainlink grants to the Client a limited, non-exclusive, non-transferable, non-assignable right to access and use the Platform during the provision of the Services, solely for the Client’s internal business purposes in connection with the intended use, subject at all times to the terms and conditions set forth in this Agreement. The rights and obligations in the context of the use of the Platform are set out in the Terms of Use, which can be accessed by logging into the Platform.
2.2. To receive the Services in their full scope and with the expected quality, the Client must (1) register on the Platform, (2) review the Terms of Use, and (3) comply with them continuously throughout the entire term of using the Services.
2.3. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement shall be interpreted as granting to the Client or any other third party, any Intellectual Property Rights or any other right, title or interest in or to Mainlink’s Intellectual Property Rights, as further described in Paragraph 8.
2.4. Mainlink reserves the right, in its sole discretion, to make any changes, updates and modifications to the Services that it deems necessary or useful to: i) maintain or enhance the quality or delivery of the Services, the cost efficiency or performance of the Services, ii) comply with the applicable laws. Without limiting the foregoing, the Client may, at any time during the provision of the Services, request in writing some changes or additions to the Services; however, Mainlink shall have no obligation to accept, implement, or execute any such requested changes or additions.
2.5. Mainlink will use commercially reasonable efforts to resolve any technical issues relating to the Client’s account and Client’s use of the Services. Mainlink shall respond to enquiries of support from the Client as soon as reasonably possible during working days on working hours.
2.6. The Client acknowledges that Mainlink provides the Services solely for the business use. Mainlink does not act as a regulated utility operator, public service provider or authority, nor does it perform any regulated activity on behalf of the Client, unless expressly agreed otherwise in writing.
2.7. Except as expressly set out in this Agreement or applicable Service Order, the Services provided by Mainlink hereunder are provided “as is”, without any warranty of any kind, whether express, implied, statutory or otherwise, and Mainlink specifically disclaims all implied representations, warranties and/or conditions, including any representations, warranties and/or conditions of merchantability, merchantable quality, durability, title, non-infringement, security, reliability, satisfactory quality or fitness for a particular purpose, uninterrupted or error free (or that any errors will be corrected). Mainlink makes no warranty of any kind that the Platform, or any results of the use thereof, will achieve any intended result, be compatible or work with any software or system used by the Client. Mainlink does not warrant that the Services will operate in combination with any Products or third-party systems as an integrated solution.
2.8. Unless expressly agreed in a Service Order, Mainlink does not guarantee any specific service levels.
2.9. Mainlink may supply Products to the Client, including together with Services under a Service Order. All Products shall be governed exclusively by the Sale-Purchase Agreement. The inclusion of Products in a Service Order, including where provided for a single aggregated price, shall not:
(a) make the Products part of the Services; or
(b) subject the Products to this Agreement.
Products shall be ordered and delivered through separate Orders in accordance with the Sale-Purchase Agreement.
Mainlink shall have no obligations or liability in respect of Products under this Agreement, including in relation to their performance, defects, delivery or suitability, except to the extent expressly agreed in writing.
- Client Rights and Responsibilities
3.1. The Client shall be solely responsible through the entire using of the Services for:
3.1.1. ensuring that necessary Hardware are installed, configured, and maintained in working condition, including the one supplied by Mainlink;
3.1.2. ensuring that Object transmits the necessary, correct and complete data to the Platform;
3.1.3. ensuring that any data entered to the Platform manually by the Client, or provided to the Company for input into the Platform, are accurate, complete and up to date;
3.1.4. ensuring uninterrupted data transmission to the Platform. The Client shall be responsible for all connectivity-related obligations, unless otherwise stated in the applicable Service Order, including the operation and maintenance of any client-side infrastructure or services. Regardless of the connectivity model chosen, the Client shall also ensure the security of its internal systems and data sources, including compliance with applicable cybersecurity and data protection measures;
3.1.5. acknowledging that the accuracy, completeness and continuity of the data available on the Platform depend on the proper installation, calibration, maintenance and operation of the Object, as well as the availability and quality of communication networks, which are outside Mainlink’s direct control unless explicitly agreed otherwise;
3.1.6. ensuring that its use of the Services as part of regulated or public-interest activities (including metering, billing, invoicing, enforcement, service suspension or reporting to authorities) complies with all applicable laws, regulatory requirements, permits, approvals and industry standards in the relevant jurisdictions;
3.1.7. protecting the security and integrity of the username and passwords used by the Client’s Users to access the Services;
3.1.8. taking responsibility for any breach of this Agreement and any inappropriate use of the Services or any act or omission by the Client’s User.
3.2. The Client shall fulfill all of its obligations to each End User for which a transaction is submitted and shall resolve any End User dispute or complaint directly with such End User.
3.3. To ensure the continued availability and proper functioning of the Services, the Client shall, from time to time, implement reasonable updates and upgrades to its own systems, Hardware and network infrastructure as may be necessary to maintain compatibility with generally used technologies, or relevant industry standards. Mainlink shall notify the Client in advance and specify the necessary updates. Failure to make such updates may result in suspension or limitation of the Services.
- Fees
4.1. All Fees payable in connection with the access and use of the Services shall be detailed in the respective Service Order. Where the Service Order includes a single aggregated price covering both Services and Products, such pricing is agreed for commercial convenience only and shall not affect:
(a) the legal qualification of Fees under this Agreement as relating to Services; and
(b) payments for Products as governed by the Sale-Purchase Agreement.
The allocation of such aggregated price between Services and Products, if required, shall be determined in accordance with the Service Order.
4.2. All Fees are exclusive of and do not include any foreign or domestic governmental taxes or charges of any kind. Any such taxes and charges are the sole responsibility of the Client.
4.3. Where the Client selects a subscription for any part of the Services, the subscription fee applicable to such Services shall be fixed and shall not change during the entire subscription term, as specified in the relevant Service Order, provided, however, that the subscription term does not exceed one (1) year.
4.4. Mainlink may apply an annual indexation to the subscription fees and other recurring charges, if such agreed under the applicable Service Order:
4.4.1. For the Clients established within the European Economic Area, indexation shall be based on the latest available annual Harmonised Index of Consumer Prices (HICP) published by Eurostat;
4.4.2. For the Clients established in the United States, indexation shall be based on the latest available annual U.S. Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics;
4.4.3. For the Clients established outside the European Economic Area and outside the United States, the indexation shall be based on the latest available annual official consumer price inflation index published by the relevant national statistics authority of the country where the Client is established, or, where such index is not available, on a comparable internationally recognized inflation index.
The indexation shall be applied once per calendar year. If the indexation results in a negative percentage, the fees shall remain unchanged. For the avoidance of any doubts, such indexation shall not be deemed a change of the Fees or a modification of the Agreement. Mainlink shall inform the Client of any indexation in writing.
4.5. Mainlink also reserves a right from time to time adjust its pricing and revise the Fees agreed under the applicable Service Order beyond the annual indexation, except for the cases indicated in Clause 4.6 of this Agreement, by providing the Client with no less than sixty (60) calendar days’ prior written notice. In case the Client does not accept such adjusted fees, it shall have a right to terminate the Services by providing a written notice at least thirty (30) days prior to the effective date of the adjusted fees.
4.6. The following fees shall not be subject to price indexation or general price revisions:
4.6.1. Subscription fees non-revisable during the ongoing subscription term in accordance with Clause 4.3;
4.6.2. Fees expressed as a fixed amount for a one-off Services, or other irregular or non-recurring activity;
4.6.3. Services that have already been fully performed and invoiced.
- Payment Terms
5.1. The Fees for the Services shall accrue and be calculated from the date of commencement of the Services agreed under the applicable Service Order.
5.2. The Fees for the Services, which are charged on a subscription basis or under a recurring service model, shall be invoiced and payable in advance for each applicable billing period. Where the billing period is not expressly specified, it shall be deemed to be one (1) calendar month. In the event that the first or final billing period is shorter than a full calendar month, the applicable fees shall be calculated on a pro rata basis.
5.3. For other one-time charges, Mainlink shall issue invoices as identified in the applicable Service Order.
5.4. For invoiced Services, payments shall be made by bank transfer (or another agreed method) to the account specified on the invoice, within ten (10) days from the invoice date.
5.5. All payments shall be made in the currency stated in the invoice.
5.6. In case of a late payment, Mainlink may apply a late payment interest in the amount of 0.05% per each day of delay until the date paid. Mainlink also reserves the right to suspend or limit its Services until full payment of the overdue amount is received and/or to claim from the Client all reasonable costs and expenses incurred by Mainlink in relation to the outstanding debt and collection of said debt.
5.7. Unless required by law, all payments made are non-refundable.
- Limitation of Liability
6.1. Mainlink shall not be held liable for:
6.1.1. any special, incidental, exemplary, indirect or economic consequential damages, including but not limited to loss of profits, business interruption, loss of business opportunity, loss of use, loss of data, reputational harm, or cost of substitute services, even if Mainlink has been advised of the possibility of such damages;
6.1.2. any delay or failure in performance the Services, including any interruptions, inaccuracies and malfunctions, to the extent such delay or failure results from events beyond its reasonable control, including but not limited to: cyberattacks, network failures, denial-of-service (DoS) attacks, data breaches, Hardware or software malfunctions, including any malfunction or incompatibility of Products, third‑party service provider failures (including cloud providers, communication equipment), utility outages, telecommunications interruptions, improper installation, calibration or maintenance of the Hardware. In such cases Mainlink shall promptly notify the Client of the occurrence of such an event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable;
6.1.3. any third-party costs incurred by the Client for integration, equipment, licenses or network connectivity related to the Services;
6.1.4. Force Majeure events, acts of God (such as natural disasters, extreme weather), regulatory restrictions or changes, governmental orders;
6.1.5. any regulatory, administrative, billing, enforcement or public-law decisions or actions taken by the Client or third parties based on data, reports, analytics or alerts provided through the Services, including but not limited to invoicing, tariff application, penalties, disconnections or service limitations;
6.1.6. any damage or loss resulting from hacking, tampering or other unauthorized access or use of the Platform, including the Client’s accounts, the Platform’s servers or any information contained therein.
6.2. The entire liability of Mainlink, its affiliates, subcontractors, employees, agents, suppliers, for all claims arising out of or in connection with the Services shall be limited to direct damages and shall not exceed the total amount of Fees paid by the Client for the Services during the six (6) months immediately preceding the event giving rise to the liability, except damages that cannot be limited under applicable laws.
6.3. Any claim arising from or relating to the Services must be brought within six (6) months after the cause of action arises, except where a shorter or longer mandatory limitation period applies under applicable law. Claims brought after this period shall be deemed waived.
6.4. Mainlink does not provide insurance coverage for the Client’s operations, assets, or any third-party obligations. The Client is solely responsible for obtaining and maintaining any insurance necessary to cover its operations, assets, and liabilities.
6.5. For the avoidance of doubt, where Products are supplied by Mainlink under the Sale-Purchase Agreement, Mainlink does not assume any unified or end-to-end system performance obligation, unless expressly agreed in writing.
- Use of Artificial Intelligence
7.1. The Client acknowledges that the Services might incorporate the use of artificial intelligence (AI) tools for the purposes of analysing the data, generation of reports, etc.
7.2. Mainlink will take all necessary steps to ensure that the use of AI within the Services is performed in accordance with laws and regulations applicable to Mainlink, including but not limited to data protection, privacy, and AI-related requirements, as may apply in the European Economic Area, the United States, or any other jurisdiction where the Client operates (e.g. EU Artificial Intelligence Act, General Data Protection Regulation (GDPR).
7.3. Mainlink will apply reasonable efforts to implement appropriate levels of human oversight and monitoring over the operation of AI tools that might be used in the Services. Due to automated nature of the technology and volume of AI generated processing, such oversight and monitoring shall focus on the overall functioning and identification of potential abnormalities but is not continuous and does not involve the manual review of each individual output or case.
7.4. The Client understands and agrees that all analyses delivered through the Services, regardless of whether they are generated by AI or traditional processing methods, are to be considered non-binding and for information purposes only. The Client is solely responsible for reviewing and evaluating any such outputs before using them in decision-making or operational processes. Mainlink does not guarantee the accuracy, completeness or suitability of any analysis, results, reports generated.
- Intellectual Property and Ownership of Data
8.1. Nothing in this Agreement shall be construed or interpreted as conferring to the Client any right or interest in the Intellectual Property Rights owned or held by Mainlink, whether in the Platform, or otherwise, other than as expressly set forth in this Agreement. As between the Client and Mainlink, any and all data of the End Users collected or generated through the Services belong to the Client.
8.2. Mainlink retains all rights and interests in and to the Services methodologies, processes, configurations, analytics models, techniques, know-how and improvements developed during or as a result of service provision that are not specific to the Client.
8.3. The Client gives a right to Mainlink to collect, analyze, anonymize and aggregate non identifiable data from the Client for research, analytics, improvement of algorithms, or service development purposes, provided it does not reveal the Client identifiable confidential information.
- Termination or Suspension of the Services
9.1. Each subscription, as well as any continuing or recurring Services, shall remain in effect for the term agreed under the applicable Service Order, unless terminated earlier in accordance with this Agreement. Unless explicitly stated otherwise in the relevant Service Order, initial subscription period, all continuing or recurring Services, shall automatically renew for the same term unless either party provides written notice of non-renewal at least thirty (30) calendar days prior to the end of the current term. Services will remain active during the notice period, and the Client shall remain responsible for all applicable fees.
9.2. Either party may immediately terminate the Services in the following circumstances:
9.2.1. Breach of any material provision of this Agreement and such breach is not cured within thirty (30) calendar days of written notice of such breach;
9.2.2. Insolvency, bankruptcy, liquidation, or inability of the other party to meet its payment obligations as they fall due;
9.2.3. Regulatory or legal actions that prevent performance of the Services;
9.2.4. Fraudulent, unlawful, or abusive conduct in connection with the use of the Services.
9.3. Either party may terminate the Services for convenience by providing at least sixty (60) calendar days’ prior written notice, subject to any minimum usage term or subscription commitment.
9.4. Mainlink may temporarily suspend or limit the Client’s access to the Services, in whole or in part, without liability in the following cases:
9.4.1. Non-payment of Fees by the Client;
9.4.2. Client’s use of the Services threatens the integrity, security, or availability of the Services;
9.4.3. Suspension required by applicable law or competent authority;
9.4.4. Circumstances described elsewhere in this Agreement.
Temporary suspension of the Services does not affect Mainlink’s right to terminate the Services or to claim late payment interest.
9.5. Upon termination or expiration of the Services for any reason, the Client’s access to the Platform will be disabled. Clauses intended to survive termination, including but not limited to Clauses 8, 10, 13, shall remain in full force and effect.
9.6. Termination or unsubscription does not entitle the Client to a refund of any paid subscription or other Fees.
9.7. Upon termination, the Client shall pay all outstanding Fees due under the applicable Service Order for the Services performed or committed up to the effective termination date.
9.8. To the extent the Service Order includes Products, termination of the Services shall not affect the Client’s obligation to pay for any Products ordered, whether delivered or committed under the applicable Orders. If the Services are terminated without any breach by Mainlink and a minimum usage term applies as specified in the applicable Service Order, the Client shall remain obligated to pay all fees due until the end of the minimal usage term.
- Confidentiality
10.1. Confidential Information means any non-public, proprietary, or sensitive information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) in connection with the Services, whether in written, oral, electronic or any other form, including but not limited to technical data, algorithms, software architecture, business plans, pricing, customer information, and usage data.
10.2. The Receiving Party agrees to:
10.2.1. protect the Confidential Information by using the same level of care it uses to protect its own confidential information, but no less than reasonable care;
10.2.2. use the Confidential Information solely for the purpose of performing its obligations under this Agreement;
10.2.3. not disclose Confidential Information to any third party without prior written consent of the Disclosing Party, except to its employees, contractors, or advisors who need to know such information and are bound by similar confidentiality obligations.
10.3. Despite all of the foregoing, Confidential Information shall not include any information which: (i) is already lawfully in the Receiving Party’s possession (unless received pursuant to a nondisclosure agreement); (ii) is or becomes generally available to the public through no fault of the Receiving Party; (iii) is disclosed to the Receiving Party by a third party who may transfer or disclose such information without restriction; (iv) is disclosed by the Receiving Party with the Disclosing Party’s approval; or (v) is independently developed by the Receiving Party without any use of Confidential Information of the Disclosing Party. In the event that the Receiving Party is required by law to make any disclosure of any of the Confidential Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party (if possible), and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.
10.4. Upon termination of the Services, and upon written request by the Disclosing Party, the Receiving Party shall immediately return or destroy all tangible Confidential Information, and provide written certification of destruction. The Receiving Party may retain one archival copy for legal counsel in the event of a subsequent dispute.
10.5. The confidentiality obligations under this paragraph shall remain in effect during the term of the Services and for a period of three (3) years after its termination or expiration.
- Subcontracting
11.1. Mainlink may engage subcontractors, affiliates and third-party service providers, including cloud infrastructure and data hosting providers, for the performance of the Services. Mainlink shall remain responsible for the performance of the Services in accordance with this Agreement, regardless of the use of subcontractors.
11.2. The Client acknowledges that the use of cloud-based infrastructure may involve data processing and storage in multiple locations, subject to compliance with applicable data protection laws and the Data Processing Agreement (https://mainlink.net/contract-data-processing-agreement/)
11.3. Mainlink shall ensure that its subcontractors involved in processing personal data are bound by obligations no less protective than those set out in this Agreement.
- Use Restrictions and Sanctions
12.1. The Client must ensure that access to the Platform is not provided to sanctioned persons or used for prohibited purposes.
12.2. The Client represents and warrants that it is not subject to U.S., EU or other applicable economic sanctions, export controls or trade restrictions, including those administered by the U.S. Department of the Treasury or the U.S. Department of Commerce.
12.3. The Client shall not use, export, re-export, transfer or make available the Services, including the Platform, or any related technology, in violation of applicable export control laws or sanctions, including U.S. export control regulations.
12.4. Mainlink may immediately suspend or terminate the Services without liability, if required to comply with applicable sanctions or export control laws. Any such suspension or termination shall not constitute a breach of this Agreement and shall not give rise to any liability, claims, damages, compensation, or other remedies of the Client against Mainlink.
12.5. Mainlink does not warrant that the Services or any part thereof comply with U.S. federal, state, or municipal public procurement rules or regulations, unless such compliance is expressly agreed in writing between the parties.
- Data Protection
13.1. The Parties acknowledge that, depending on the context of the processing, Mainlink may act either as a data controller or as a data processor in accordance with applicable data protection laws, including GDPR.
13.2. Where Mainlink processes personal data for its own purposes (including Client relationship management, billing, legal and compliance obligations), such processing is governed by Mainlink’s Privacy Policy, as published on its website and updated from time to time.
13.3. Where Mainlink processes personal data on behalf of the Client in connection with the provision of the Services through the Platform, the Client acts as the data controller and Mainlink acts as the data processor. Such processing shall be governed by the Data Processing Agreement, which forms an integral part of this Agreement.
13.4. Each Party shall comply with its respective obligations under applicable data protection laws.
- Governing Law
14.1. Unless expressly provided otherwise in Clause 14.3 or in the applicable Service Order, this Agreement and any dispute or claim arising out of or in connection with the Services shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of law provisions.
14.2. Any legal actions, proceedings or disputes arising out of or relating to this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitration of the SCC shall apply if the amount in dispute does not exceed EUR 100,000 (one hundred thousand euros) or such other threshold as may be agreed by the parties in writing. In all other cases, the Arbitration Rules of the SCC shall apply. The arbitral tribunal shall consist of a sole arbitrator, unless the SCC determines otherwise in accordance with its rules. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English.
14.3. For the Clients established in the United States, this Agreement and any dispute or claim arising out of or in connection with the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be conducted individually, not as a class, collective, or representative action, and shall be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a single arbitrator appointed in accordance with mentioned rules. The language of arbitration shall be English. The seat of arbitration shall be Wilmington, Delaware, unless otherwise agreed by the Parties.
14.4. Nothing in this clause shall prevent either party from seeking urgent interim or injunctive relief before any competent court if such relief is necessary to prevent immediate and irreparable harm.
14.5. Notwithstanding the governing law clause above, the Client is solely responsible for ensuring that its use of the Services, including the collection, transmission and processing of data and other related information, complies with all applicable laws and regulations in its own jurisdiction, including but not limited to data protection, cybersecurity.
- Force Majeure
15.1. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) if and to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure Event”).
15.2. Force Majeure Events shall include, but are not limited to: acts of God, natural disasters, extreme weather conditions, war, terrorism, civil unrest, strikes or labor disputes (not involving the affected Party’s personnel), epidemics or pandemics, cyberattacks, denial-of-service attacks, failures of utilities or telecommunications networks, interruptions of internet services, failures of cloud or hosting providers, governmental actions, sanctions, or changes in applicable laws.
15.3. The affected Party shall:
(a) promptly notify the other Party of the Force Majeure Event; and
(b) use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.
15.4. To the extent that a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected Services by written notice, without liability, except for obligations accrued prior to the effective date of termination.
15.5. During the Force Majeure Event, Mainlink may suspend or limit the Services to the extent reasonably necessary.
- General terms
16.1. Mainlink may amend this Agreement at any time with a prior 60-days notification to the Client. The updated Agreement shall enter into force on the date specified in the notice. Continued use of the Services after the effective date of the amended Agreement shall constitute the Client’s acceptance of such changes. In case the Client does not accept the changes on the Agreement, it shall have a right to terminate the Services by providing a written notice at least thirty (30) days prior to the effective date of the updated Agreement.
16.2. The Client may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Mainlink. Mainlink may assign its rights and obligations under this Agreement to an affiliated entity without the Client’s prior consent.
16.3. If any provision of this Agreement is found to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid one that best reflects the intention and economic effect of the original.
16.4. Unless the Client objects in writing, Mainlink may identify the Client as a customer and use the Client’s name, logo and non-confidential project description for marketing, promotional and reference purposes, including on Mainlink’s website, presentations and marketing materials.
16.5. In the event of any inconsistency or conflict between the terms and provisions of this Agreement and those of any annexes, Service Order or any other documents incorporated herein by reference, the Service Order shall prevail solely with respect to the specific Services, pricing, terms and commercial conditions set out therein.
16.6. To the extent the Parties have entered into a Sale-Purchase Agreement, such agreement shall exclusively govern all matters relating to the sale, delivery, warranty and liability of Products.