Destination Wayfinder 

Software as a Service – Terms of Use 

[Version: 1.0] 

INTRODUCTION / APPLICATION 

  1. Welcome to Wayfinder, a continuous improvement pathway to measure, monitor and improve destination capability and outcomes for your destination. This Agreement is intended to explain Wayfinder’s obligations as a service provider and the obligations of each Subscriber. 
  2. This Agreement sets out the generic terms and conditions that apply to each Subscriber’s use of the Platform. From time to time, Wayfinder and a Subscriber may agree on more specific, additional and/or altered Services, in which case Wayfinder and the relevant Subscriber may enter into a separate agreement (otherwise referred to as the “Specific Agreement”). If there is any conflict or inconsistency between this Agreement and the Specific Agreement (as applicable to the relevant Subscriber), the Specific Agreement shall prevail to the extent of such conflict or inconsistency. 

 

AGREEMENT DEFINITIONS 

 

a. In this Agreement: 

“Access Fee” means the monthly or annual fee (excluding any taxes) payable by each Subscriber in accordance with the fee schedule set out on the Website and/or Platform (which Wayfinder may change from time to time on notice to the Subscriber); 

“Agreement” means the agreement between Wayfinder and each Subscriber for the provision, use and/or access of the Platform (including the Service), incorporating these terms and conditions and any amendments to the Agreement from time to time and where applicable, includes any Specific Agreement; 

“Authorized User” means any person or entity, other than the Subscriber, that uses the Platform (including the Services) with the authorization of the Subscriber from time to time; 

 “Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Platform (and the Service) but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party; 

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs); 

“Platform” means the software platform that is owned and operated by Wayfinder, and that is made available to the Subscriber as a service via the Website  (and other alternative means provided by Wayfinder) under the Agreement, including the provision of the Service; 

“Wayfinder” means Destination Wayfinder, a platform to measure, monitor and improve destination capability and outcomes for your destination, where applicable, includes its parent company incorporated in the State of Florida (Miles Partnership, LLLP); 

“Service” means the online destination strategy, insights, planning, training, education, auditing, benchmarking, sustainability, resiliency, and management assessment made available (as may be changed or updated from time to time by Wayfinder) via the Platform; 

“Specific Agreement” has the meaning given to it in clause 2 of the Introduction to this Agreement; 

“Subscriber” means the person who registers to use and access the Platform (including the Service), and, where the context permits, includes any entity on whose behalf that person registers to use the Service and an Authorized User; 

“Subscriber Materials” all works and materials and data: (a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Subscriber; and (b) Otherwise provided by the Subscriber to Wayfinder in connection with the Agreement;  

“Website” means the Internet site at the domains www.DestinationWayfinder.com, your.DestinationWayfinder.com, test.DestinationWayfinder.com or any other site operated by Wayfinder; 

 

AGREEMENT/ ACCESS TO PLATFORM 

 

a. The Agreement shall apply to each Subscriber’s use and access of the Platform (including the Service) from the time that Wayfinder provides the relevant Subscriber with access to the Service via the Platform. By registering to access and use the Platform the Subscriber represents, warrants and acknowledges that it has read and understood this Agreement and has the authority to act on behalf of any person for whom the Subscriber will access and use the Platform. The Subscriber is deemed to have agreed to this Agreement on behalf of any entity or person for whom it accesses and uses the Platform (in accordance with this Agreement). 

b. Subject to the Subscriber registering to access and use the Platform (in accordance with Wayfinder’s requirements), Wayfinder will enable the Subscriber access to the Platform. 

 

PLATFORM / USE OF SERVICE 

a. Subject to the limitations set out at clause 3b. and the prohibitions set out in clause 3c. below, Wayfinder shall grant each Subscriber a non-exclusive, non-transferable license, without the ability to sublicense, to use the Service via the Platform in accordance with the particular user roles available to the Subscriber and according to the relevant Subscriber’s subscription type. 

b. The license granted by Wayfinder to the Subscriber under clause 3a. above, is subject to the following limitations:

    1. Unless expressly approved by Wayfinder, the Platform may only be used by the employees, agents, sub-contractors and officers of the Subscriber; 
    2. The Subscriber may permit third parties to access the Platform as Authorized Users, provided that:
      1. The Subscriber determines who is an Authorized User and what level of user role access to the relevant organization and Service that Authorized User has; and 
      2. The Subscriber is responsible for all Authorized Users’ use of the Platform; and 
      3. The Subscriber controls each Authorized User’s level of access to the relevant organization and Platform at all times and can revoke or change an Authorized User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorized User or shall have that different level of access, as the case may be; and 
      4. If there is any dispute between a Subscriber and an Authorized User regarding access to any organization or the Platform, the Subscriber shall decide what access or level of access to the relevant Subscriber Materials and/or Platform that Authorized User shall have, if any. 

 

c. Except to the extent expressly permitted in the Agreement, the license granted by Wayfinder to the Subscriber under this clause 3 is subject to the following prohibitions under which the Subscriber must not: 

  1. Sublicense its right to access and use the Platform or allow any unauthorized person to access or use the Platform; 
  2. Copy, distribute, publicly display, transmit, sell, rent, lease, sublease, or otherwise exploit the Platform (including the Services);  
  3. Alter or adapt or edit the Platform; 
  4. Attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer or create derivative works of any computer programs used to deliver the Services or to operate the Platform except as is strictly necessary to use either of them for normal operation; 
  5. Access the object code or source code of the Platform at any time; 
  6. Harvest, collect, gather, or assemble information or data regarding other subscribers; 
  7. Use the Platform in any way that causes or may cause damage to the Platform or impairment of the availability or accessibility of the Platform whatsoever; 
  8. Use the Platform in any way that is unlawful, illegal, fraudulent, harmful or otherwise in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; 
  9. Attempt to undermine the security or integrity of Wayfinder’s computing system or networks or, where the Platform or Service is hosted by a third party, that third party’s computing systems and networks; 
  10. Harass or interfere with another subscriber or end-user’s use and enjoyment of the service; 
  11. Otherwise use or access the Platform in breach of the Subscriber’s other obligations under this Agreement. 

 

OBLIGATIONS AND OTHER MATTERS 

a. Payment obligations: 

  1. Monthly Billing: Where applicable, Wayfinder will issue each Subscriber an invoice for the ‘monthly’ Access Fee immediately upon a Subscriber subscribing to a Wayfinder account to access the Platform. Subsequently, Wayfinder will issue the Subscriber, on a monthly basis, in an amount equal to the ‘monthly’ Access Fee for the following one-month period of use. Wayfinder will continue invoicing the Subscriber on a monthly basis until this Agreement is terminated in accordance with clause 9. 
  2. Annual Billing: Where applicable, Wayfinder will issue each Subscriber an invoice for the ‘annual’ Access Fee immediately upon a Subscriber subscribing to a Wayfinder account to access the Platform. Subsequently, Wayfinder will issue the Subscriber, on an annual basis (from the anniversary of the initial registration), in an amount equal to the ‘annual’ Access Fee for the following 12 months of use. Wayfinder will continue invoicing the Subscriber on an annual basis until this Agreement is terminated in accordance with clause 9. 
  3. Timely Payments: Invoices are due within 30 days unless otherwise noted. If the Subscriber does not pay any amount properly due to Wayfinder under or in connection with the Agreement Wayfinder may: 
    1. Charge the Subscriber interest on the overdue amount at the rate of 1.5% per month, which interest shall accrue daily and be compounded monthly; 
    2. Suspend access to the Platform and the provision of the Services until such overdue amount is repaid in full. 

 b. General obligations: 

  1. The Subscriber must only use the Platform (including the Website) for its own lawful internal business purposes, in accordance with this Agreement and any notice sent by Wayfinder or condition posted on the Platform or Website. 
  2. The Subscriber may use the Platform on behalf of others or in order to provide services to others but if the Subscriber does so it must ensure that the Subscriber is authorized to do so and that all persons for whom or to whom services are provided comply with and accept the terms of this Agreement. 

c. Access/Accounts: The Subscriber must ensure that all usernames and passwords required to access the Platform are kept secure and confidential and must immediately notify Wayfinder of any unauthorized use of the Subscriber’s passwords, or any other breach of security and Wayfinder. Without limitation to the preceding, the Subscriber must take all other actions that Wayfinder reasonably deems necessary to maintain or enhance the security of Wayfinder’s computing systems and networks and its access to the Platform. 

d. Usage Limitations: Use of the Platform may be subject to limitations, including but not limited to data storage volumes and the number of calls a Subscriber is permitted to make against Wayfinder’s application programming interface. Any such limitations will be advised. 

 e. Communication Conditions: Where a Subscriber uses any communication tools available through the Platform (such as any forum, chat room or message center), the Subscriber shall only use such communication tools for lawful and legitimate purposes. The Subscriber must not use any such communication tool for posting or disseminating any material unrelated to the use of the Platform, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Platform, or material in violation of any law (including material that is protected by copyright or trade secrets which the Subscriber does not have the right to use). When a Subscriber makes any communication on the Platform, it represents that it is permitted to make such communication. Wayfinder is under no obligation to ensure that the communications on the Platform are legitimate or that they are related only to the use of the Platform. As with any other web-based forum, each Subscriber must exercise caution when using the communication tools available on the Platform. However, Wayfinder does reserve the right to remove any communication at any time in its sole discretion. 

 

CONFIDENTIALITY / PRIVACY 

a. Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law: 

  1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement. 
  2. Each party’s obligations under this clause will survive termination of this Agreement. 
  3. Subclauses i. and ii. above shall not apply to any information which: (1) is or becomes public knowledge other than by a breach of this clause; or (2) is received from a third party who lawfully acquired it; or (3) is already in the possession of the receiving party prior to disclosure from the disclosing party; or (4) that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.

b. Privacy: Wayfinder complies with all applicable state and federal data privacy laws and regulations and maintains a privacy policy that sets out the parties’ obligations in respect of personal information. Before providing personal information to Wayfinder, each Subscriber should read Wayfinder’s privacy policy at www.DestinationWayfinder.com. Each Subscriber will be deemed to have read, understood and agreed to Wayfinder’s privacy policy upon acceptance of this Agreement. The Subscriber warrants that it has the legal right to disclose all ‘personal data’ (as defined in the aforementioned privacy policy) that it discloses to Wayfinder under or in connection with this Agreement. The Subscriber understands that its personal data may be processed (as defined in the privacy policy) by any third party that hosts the Platform or Services (including the Website), as the case may be, and the Subscriber consents to the processing of its personal data by such third parties to the extent required for those third parties to host the Platform or Services (including the Website). In turn, the Subscriber shall ensure that each Authorized User will at all times have consented to the possessing of their personal data by Wayfinder and such aforementioned third parties, to the extent required for Wayfinder to provide the Services and comply with its obligations under this Agreement. 

 

INTELLECTUAL PROPERTY / DATA 

a. Wayfinder: All Intellectual Property Rights in the Platform (including the Services and Website) and any documentation relating to the Platform (including Services and Website) (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel, and the underlying systems) is the exclusive property of Wayfinder (and its licensors). 

b. Subscriber Materials: 

  1. The Subscriber grants to Wayfinder a non-exclusive license to store, copy and otherwise use the Subscriber Materials on the Platform for the purposes of operating the Platform (including the provision of the Services), fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement. 
  2. All Intellectual Property Rights in the Subscriber Materials is the exclusive property of the Subscriber.

c. Subscriber Warranty: The Subscriber warrants and represents that the Subscriber Materials and their use by Wayfinder under this Agreement will not breach any laws, statutes, regulations or infringe any person’s Intellectual Property Rights (or other legal rights), in each case in the applicable jurisdiction of the Subscriber and under any applicable law and in each case jurisdiction of Wayfinder in the United States or under the laws of the United States. 

d. Backup of Data: Wayfinder adheres to reasonable practice policies and procedures to prevent data loss, including a frequent system data back-up regime but does not make any guarantees that there will be no loss of Subscriber Materials. For the avoidance of doubt, Wayfinder will only make back-ups of Subscriber Materials stored on the Platform. In the event of the loss of, or corruption of, Subscriber Materials stored on the Platform being notified by the Subscriber to Wayfinder, Wayfinder’s liability in relation to such loss shall be limited to Wayfinder using reasonable endeavors to promptly restore the Subscriber Materials from the most recent available back-up copy available. 

e. Third-party Applications and Subscriber Materials: If a Subscriber enables third-party applications for use in conjunction with the Platform, the Subscriber acknowledges that Wayfinder may allow the providers of those third-party applications to access Subscriber Materials as required for the interoperation of such third-party applications with the Platform (including Services). Wayfinder shall not be responsible for any disclosure, modification or deletion of Subscriber Materials resulting from any such access by third-party application providers. 

 

WARRANTIES AND ACKNOWLEDGEMENTS 

a. Subscriber Warranties: The Subscriber warrants and represents that: 

  1. It has the legal right and authority to enter into and perform its obligations under this Agreement; 
  2. Where it has registered to use the Platform on behalf of another person, it has the authority to agree to this Agreement on behalf of that person and agrees that by registering to use the Platform, it binds the person on whose behalf the Subscriber acts to the performance of any and all obligations that the Subscriber becomes subject to by virtue of this Agreement; 
  3. It is authorized to access and use the Platform and to access and use the information and Subscriber Materials it inputs into the Platform (whether such information/Subscriber Materials is that of the Subscriber or that of anyone else); 
  4. The Subscriber Materials will not infringe any person’s Intellectual Property Rights. 

 

b. Wayfinder Warranties: Wayfinder warrants to the Subscriber: 

  1. That it has the legal right and authority to enter into and perform its obligations under this Agreement; 
  2. That it will perform its obligations under this Agreement with reasonable care and skill; 
  3. That the Platform (excluding the Subscriber Materials) will not infringe any person’s Intellectual Property Rights; 

 

c. Subscriber Acknowledgments: The Subscriber acknowledges and agrees to the following: 

  1. Wayfinder has no responsibility to any person other than the Subscriber and nothing in this Agreement confers, or purports to confer, a benefit on any person other than the Subscriber. 
  2. If the Subscriber uses and/or accesses the Platform (including the Services) on behalf of or for the benefit of anyone other than the Subscriber (whether a body corporate or otherwise) the Subscriber agrees that: 
    1. It is responsible for ensuring that the Subscriber has the right to do so; 
    2. It is responsible for authorizing any person who is given access to information or Subscriber Materials and that Wayfinder has no obligation to provide any person access to such information or Subscriber Materials without the Subscriber’s authorization and may refer any requests for information to the Subscriber to address; and 
    3. It will indemnify Wayfinder against any claims or loss relating to: (a) Wayfinder’s refusal to provide any person access to Subscriber Materials in accordance with this Agreement; or (b) Wayfinder’s making available information or Subscriber Materials to any person with the Subscriber’s authorization. 
  3. Complex software is never wholly free from interruptions, defects, errors and bugs, and Wayfinder gives no warranty or representation that the Platform will be wholly free from such interruptions, defects, errors and bugs; 
  4. The operation and availability of the systems used for accessing the Platform, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Platform. Wayfinder is not in any way responsible for any such interference or prevention of access or use of the Platform; 
  5. It is the sole responsibility of the Subscriber to determine that the Platform (including the Services) meet the needs of its business and are suitable for the purposes for which they are used;  
  6. The Subscriber remains solely responsible for complying with all applicable laws; 

It is the responsibility of the Subscriber to check that storage of and access to Subscriber Materials via the Platform will comply with laws applicable to the Subscriber. 

d. No implied warranties: While care has been taken in collecting and presenting information and advice, any advice provided by Wayfinder is provided without warranty of any kind, express or implied. In no event will Wayfinder, its related partnerships, corporations or trusts, or the partners, agents or employees thereof be liable to the Subscriber or anyone else for any decision made or action taken in reliance on advice provided by Wayfinder or for any consequential, special or similar damages, even if advised of the possibility of such damages. Without limitation to the aforesaid, all of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement and to the maximum extent permitted by law, no other warranties or presentations concerning the subject matter of this Agreement will be implied into this Agreement. 

e. Consumer guarantees: The Subscriber warrants and represents that it is acquiring the right to access and use the Platform for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non- business consumers in any jurisdiction does not apply to the supply and access of the Platform (including the Services and Website). 

 

INDEMNITY / LIMITATION OF LIABILITY 

a. Indemnity: Without limitation to Wayfinder’s other rights under this Agreement, the Subscriber will indemnify and will keep indemnified Wayfinder against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by Wayfinder arising as a result of any breach by the Subscriber of clause 6c. (Subscriber Warranty) and clause 3c. (use of Platform) and 4c. (Access). 

b. Exclusion of Liability: WAYFINDER AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS ("WAYFINDER PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF WAYFINDER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF WAYFINDER PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT, EXCEPT FOR WAYFINDER'S INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 10, EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. FOR ANY WAYFINDER INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 10, IN NO EVENT WILL THE LIABILITY OF WAYFINDER PARTIES ARISING OUT OF ANY SUCH CLAIM EXCEED THREE TIMES THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN WAYFINDER PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. 

 

TERMINATION 

a. Prepaid Subscriptions: The Subscriber acknowledges and agrees that, upon any termination of this Agreement, Wayfinder will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.  

 b. Term: This Agreement will continue for the period covered by the applicable Access Fee paid or payable by the Subscriber pursuant to this Agreement. At the end of each billing period this Agreement will automatically continue for another period of the same duration as that period, provided the Subscriber continues to pay the applicable prescribed Access Fee when due. 

 c. No-fault Termination: Either party may terminate this Agreement by giving notice to the other party at least 60 days before the end of the relevant annual commitment period. 

d. Termination for Breach: If the Subscriber: 

  1. Breaches any terms of this Agreement (including, without limitation, by non-payment of any Access Fees) and does not remedy the breach within 14 days after receiving notice of the breach (if the breach is capable of being remedied); or 
  2. Breaches any terms of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3 or any payment of Access Fees that are more than 30 days overdue); or 
  3. Becomes insolvent, or the Subscriber’s business goes into liquidation or has a receiver or manager appointed of any of its assets or if the Subscriber makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction,  

 Wayfinder may take any or all of the following actions, at its sole discretion: 

  1. Terminate this Agreement and the Subscriber’s access and use of the Platform (including Services and the Website); 
  2. Suspend for any definite or indefinite period of time, the Subscriber’s access and use of the Platform (including Services and the Website); 
  3. Suspend or terminate access to all or any Subscriber Materials. 

 e. Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement the Subscriber will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use and access the Platform (including the Services and the Website). 

 f. Expiry or termination: All clauses intended to survive the expiry or termination of this Agreement shall survive the expiry or termination of this Agreement. 

 

HELP DESK 

a. Technical Problems: In the case of technical problems, the Subscriber must make all reasonable efforts to investigate and diagnose problems before contacting Wayfinder. If the Subscriber still needs technical help, please check the support provided online by Wayfinder on the Platform (or Website) or failing that email Wayfinder at [email protected]. 

b. Service availability: While Wayfinder intends that the Platform should be available 24 hours a day, seven days a week, it is possible that on occasions the Platform or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Wayfinder has to interrupt the Services for longer periods than Wayfinder would normally expect, Wayfinder will use reasonable endeavors to publish in advance details of such activity on the Platform or Website. 

 

GENERAL 

a. Entire agreement: This Agreement, together with the Wayfinder Privacy Policy and the terms of any other notices or instructions provided under this Agreement, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between the Subscriber and Wayfinder relating to the Services and the other matters dealt with in this Agreement. 

b. Changes: Wayfinder’s Platform will evolve over time based on user feedback. This Agreement is not intended to answer every question or address every issue raised by the use of the Wayfinder Platform. Wayfinder may change the terms of this Agreement at any time by updating them on the Website and/or Platform. Wayfinder will notify the Subscriber that the Agreement has been updated by email or notification on the Platform and/or Website. Unless stated otherwise, any change takes effect immediately. The Subscriber is responsible for ensuring it is familiar with the latest Agreement. By continuing to access and use the Platform, the Subscriber is deemed to have agreed to be bound by the updated Agreement. This Agreement was last updated on March 12, 2024. 

c. Waiver: If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing. 

d. Delays: Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause beyond its reasonable control. However, this clause does not apply to any obligation to pay money.  

e. No Assignment: The Subscriber may not assign, delegate, or transfer its subscription to the Platform and/or its obligations under this Agreement to any other person without Wayfinder’s prior written consent. 

f. Governing law and jurisdiction: This Agreement and the Subscriber’s access and use of the Platform will be governed by and construed in accordance with the laws of the State of Florida and the Subscriber submits to the non-exclusive jurisdiction of the Florida courts. 

g. Severability: If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties. 

h. Notices: Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Wayfinder must be sent to [email protected] or to any other email address notified by email to the Subscriber by Wayfinder. Notices to the Subscriber will be sent to the email address which the Subscriber provided when setting up its access to the Platform. 

i. Rights of Third Parties: A person who is not a party to this Agreement other than Wayfinder, its related partnerships, corporations or trusts, or the partners, agents or employees thereof, has no right to benefit under or to enforce any term of this Agreement.