Terms and conditions

This clause serves as an introductory statement outlining the purpose and scope of the terms and conditions. It states that these terms and conditions govern the use of our services by brands looking to scale up their sales and expand in the Middle East and Africa.

The clause establishes that by engaging with our services, the brand agrees to comply with these terms and conditions. This ensures a clear understanding between both parties regarding their rights, responsibilities, and obligations throughout the business relationship.

The purpose of this clause is to set the foundation for the following terms and conditions, providing an overview of the agreement and the context within which the services will be provided.

It is important to note that this explanation is provided for clarity and convenience and does not replace the actual legal text of the terms and conditions.

1. Service Agreement

1.1. Agreement

By engaging our services at GO TO COD (SAYA&CO Ltd), you enter into a binding agreement with us for the specified services. This Service Agreement outlines the terms and conditions that govern the provision of our services to you. It is important to read and understand this agreement before proceeding.

The purpose of this clause is to set the foundation for the following terms and conditions, providing an overview of the agreement and the context within which the services will be provided.

It is important to note that this explanation is provided for clarity and convenience and does not replace the actual legal text of the terms and conditions.

1.2. Duration and Scope

The duration and scope of the service agreement will be determined and agreed upon in writing between both parties. This includes specifying the timeframe for the services to be provided and the specific services to be rendered by GO TO COD. Any changes or modifications to the agreement must be agreed upon in writing by both parties.

1.3. Obligations

As the client, you agree to provide accurate and complete information necessary for the proper execution of the services. You also agree to cooperate with GO TO COD throughout the duration of the service agreement.

1.4. Service Delivery

GO TO COD will make reasonable efforts to deliver the services as outlined in the agreement. However, while we strive to provide high-quality services, we cannot guarantee specific outcomes or results. The success and effectiveness of our services may be influenced by external factors beyond our control, such as market conditions, customer preferences, and regulatory changes.

1.5. Fees and Payment Terms

The fees for our services will be outlined in the service agreement or as agreed upon between both parties. Payment terms, including any applicable deposits, installment schedules, or invoicing procedures, will also be specified in the agreement. Late payments may be subject to penalties or interest charges as specified in the agreement.

1.6 Modifications and Amendments

Any modifications or amendments to the service agreement must be agreed upon in writing by both parties. These modifications should be clearly documented and signed by authorized representatives of both GO TO COD and the client.

1.7 Governing Law and Jurisdiction

This service agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction where GO TO COD is registered. Any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

Please review the entire Service Agreement carefully before proceeding. By engaging our services, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions outlined in this agreement. If you have any questions or concerns regarding the service agreement, please contact us for clarification before proceeding.

2. Definitions

2.1 GO TO COD

“GO TO COD” refers to our company (SAYA&CO LTD), providing the services described in this agreement. Throughout the agreement, terms such as “we,” “us,” or “our” will refer to GO TO COD.

2.2 Client

The term “client” refers to the individual, company, or organization engaging our services and entering into this service agreement with GO TO COD. Throughout the agreement, terms such as “you,” “your,” or “yours” will refer to the client.

2.3 Services

The term “services” refers to the specific offerings provided by GO TO COD as outlined in the service agreement. These services include Cash On Delivery, digital marketing, importation, call center support, warehousing, and shipping. The scope of services will be determined and agreed upon in writing between GO TO COD and the client.

2.4 Service Agreement

The “service agreement” refers to the binding contract between GO TO COD and the client that outlines the terms and conditions governing the provision of services. It includes the agreed-upon scope of services, duration, payment terms, and other relevant provisions.

2.5 Confidential Information

“Confidential information” refers to any proprietary or sensitive information disclosed by either GO TO COD or the client during the course of the service agreement. This may include, but is not limited to, business strategies, financial information, customer data, trade secrets, and intellectual property.

2.6 Payment Terms

“Payment terms” refer to the agreed-upon conditions regarding the fees, payment schedules, and methods of payment for the services rendered by GO TO COD. These terms will be outlined in the service agreement or as agreed upon between both parties.

2.7 Modifications

“Modifications” refer to any changes, amendments, or additions to the service agreement. These modifications must be agreed upon in writing by both GO TO COD and the client and documented accordingly.

2.8 Governing Law and Jurisdiction

“Governing law and jurisdiction” refer to the laws and legal jurisdiction under which the service agreement is governed. It establishes the legal framework for resolving disputes and interpreting the terms and conditions of the agreement.

3. Acceptance of Terms and Conditions

3.1 Agreement Acceptance

By engaging the services of GO TO COD, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions outlined in this service agreement. This includes all the provisions, policies, and guidelines referenced within this agreement.

3.2 Legal Capacity

By accepting these terms and conditions, you represent that you have the legal capacity and authority to enter into this service agreement on behalf of yourself or the entity you represent. If you do not have the legal capacity or authority, you must not proceed with the services offered by GO TO COD.(SAYA&CO LTD)

3.3 Review and Modifications

It is your responsibility to carefully review the entire service agreement and seek clarification on any provisions that you do not fully understand. If you disagree with any terms and conditions outlined in this agreement, please notify GO TO COD promptly before proceeding with the services.

3.4 Amendments and Updates

GO TO COD reserves the right to amend, modify, or update the terms and conditions of this agreement at any time without prior notice. Any changes to this agreement will be effective immediately upon posting on our website or providing you with written notice. It is your responsibility to regularly review the agreement to stay informed of any updates.

3.4 Amendments and Updates

3.5 Continuing Agreement

Your acceptance of this service agreement creates a continuing agreement between you and GO TO COD, which will remain in effect for the duration specified in the agreement or until terminated in accordance with the provisions outlined in this agreement.

3.6 Severability

If any provision of this service agreement is deemed invalid, illegal, or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision in this agreement.

4. Scope of Services:

4.1 Description of Services

GO TO COD offers a comprehensive range of services to assist your brand in scaling up sales and expanding in the Middle East and Africa. Our services include, but are not limited to:

Cash On Delivery (COD): We facilitate secure and convenient Cash On Delivery services, allowing your customers to make payments upon product delivery, enhancing trust and accessibility.
Digital Marketing: We employ effective digital marketing strategies to promote your brand and reach your target audience, utilizing various channels such as social media, search engine optimization, email marketing, and more.
Importation: We handle the logistics and paperwork involved in importing your products, ensuring a smooth and efficient process while adhering to customs regulations and compliance.
Call Center: Our dedicated call center provides customer support, order management, and assistance in multiple languages, ensuring a seamless and satisfying customer experience.
Warehousing: We offer secure warehousing facilities to store your products, ensuring proper inventory management, order fulfillment, and timely delivery to customers.
Shipping: We provide efficient shipping solutions, including international shipping, optimized delivery routes, cost minimization, and real-time tracking of shipments.

4.2 Customization of Services

At GO TO COD, we understand that every brand has unique requirements and objectives. We are flexible in customizing our services to align with your specific needs. Our team will work closely with you to tailor our services to suit your brand, target markets, and growth goals.

4.3 Service Agreement

The scope of services provided by GO TO COD will be specified and agreed upon in the service agreement between both parties. This agreement will outline the specific services to be rendered, associated fees, performance metrics, and any additional terms and conditions relevant to the scope of services.

4.4 Service Limitations

While GO TO COD strives to provide high-quality services, there may be certain limitations beyond our control. Factors such as market conditions, regional regulations, and unforeseen events may impact the delivery of services. We will make reasonable efforts to mitigate any potential disruptions and communicate any limitations or challenges that may arise.

5. Payment and Billing

5.1 Payment Terms

GO TO COD requires payment for its services as outlined in the service agreement or as agreed upon between both parties. Payment terms will include the fees for the services provided, any applicable taxes or charges, and the payment schedule.

5.2 Invoicing

GO TO COD will issue invoices for the services rendered, detailing the charges and payment due dates. Invoices will be sent to the client in a timely manner, either electronically or in hard copy format, as agreed upon between both parties.

5.3 Payment Methods

GO TO COD accepts various payment methods, including bank transfers, online payments, and other agreed-upon payment channels. The accepted payment methods will be specified in the service agreement or as agreed upon between both parties.

5.4 Late Payments

Late payments may be subject to penalties or interest charges as specified in the service agreement. It is the client’s responsibility to ensure timely payment. In the event of late payments, GO TO COD reserves the right to temporarily suspend or terminate the provision of services until outstanding payments are settled.

5.5 Disputed Invoices

If the client disputes any charges on an invoice, they must notify GO TO COD in writing within a specified timeframe. The parties will then work together in good faith to resolve the dispute promptly and amicably.

5.6 Currency and Exchange Rates

Unless otherwise specified in the service agreement, all fees and charges will be invoiced and settled in the agreed-upon currency. Any exchange rate fluctuations and associated conversion fees will be the responsibility of the client.

5.7 Confidentiality of Payment Information

GO TO COD values the privacy and security of its clients’ payment information. All payment details and financial data provided by the client will be handled in accordance with applicable data protection laws and kept confidential.

5.8 Billing Inquiries

If you have any questions or concerns regarding your invoice or billing, please contact GO TO COD’s designated billing department or representative. We will promptly address your inquiries and provide any necessary clarification.

6. Confidentiality and Data Protection

6.1 Confidentiality Obligations

Both GO TO COD and the client acknowledge and agree to maintain the confidentiality of any confidential information disclosed during the course of the service agreement. This includes but is not limited to business strategies, financial information, customer data, trade secrets, and intellectual property.

6.2 Non-Disclosure Agreement

If necessary, GO TO COD and the client may enter into a separate non-disclosure agreement (NDA) to further protect and safeguard confidential information exchanged between both parties. The terms and obligations of the NDA shall supplement and be consistent with the confidentiality provisions outlined in this agreement.

6.3 Data Protection and Privacy

GO TO COD is committed to protecting the privacy and personal data of its clients. We will handle and process any personal data in accordance with applicable data protection laws and regulations. Our privacy practices and data handling procedures are outlined in our Privacy Policy, which is available on our website.

6.4 Use of Data

Any data provided by the client to GO TO COD for the purposes of providing the agreed-upon services will be used solely for the execution of those services. GO TO COD will not use the data for any other purpose without obtaining explicit consent from the client.

6.5 Data Security Measures

GO TO COD implements reasonable and appropriate security measures to protect client data against unauthorized access, loss, or disclosure. These measures include the use of encryption, access controls, firewalls, and other industry-standard security practices.

6.6 Compliance with Laws

Both GO TO COD and the client agree to comply with all applicable laws, regulations, and industry standards regarding data protection, privacy, and confidentiality. This includes but is not limited to the General Data Protection Regulation (GDPR) and other relevant data protection laws in the jurisdictions involved.

6.7 Data Retention

GO TO COD will retain client data for the duration specified in the service agreement or as required by law. Upon termination or completion of the services, GO TO COD will either securely delete or return the client data, as agreed upon between both parties.

6.8 Subcontractors and Third Parties

GO TO COD may engage subcontractors or third-party service providers to assist in the provision of services. In such cases, GO TO COD will ensure that these subcontractors or third parties comply with confidentiality and data protection obligations consistent with this agreement.

7. Termination and Dispute Resolution

7.1 Termination

Either party may terminate the service agreement by providing written notice to the other party in accordance with the termination provisions outlined in the agreement. The termination notice period and conditions for termination will be specified in the service agreement.

7.2 Termination for Breach

Either party may terminate the service agreement immediately in the event of a material breach by the other party. Material breaches may include non-payment of fees, failure to meet performance obligations, violation of confidentiality provisions, or non-compliance with applicable laws and regulations.

7.3 Effects of Termination

Upon termination of the service agreement, the parties shall fulfill any outstanding obligations and return any property or confidential information belonging to the other party. Any fees or expenses incurred up to the termination date shall be settled as outlined in the agreement.

7.4 Dispute Resolution

In the event of any disputes arising out of or in connection with the service agreement, the parties agree to attempt to resolve the dispute amicably through good faith negotiations. If the parties are unable to reach a resolution, the dispute shall be resolved through alternative dispute resolution methods, such as mediation or arbitration, as agreed upon between the parties.

7.5 Governing Law and Jurisdiction

The service agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the agreement. Any legal actions or proceedings arising out of or in connection with the agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

7.6 Survival of Provisions

The termination of the service agreement shall not affect the survival of certain provisions, including but not limited to confidentiality obligations, data protection obligations, intellectual property rights, and limitation of liability provisions. These provisions shall continue to apply even after the termination of the agreement.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

To the maximum extent permitted by law, GO TO COD shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the service agreement, including but not limited to loss of profits, loss of business opportunities, or loss of data.

8.2 Limitation of Liability

GO TO COD’s (SAYA&co Ltd) liability for any claims, damages, or losses arising out of or in connection with the service agreement, whether in contract, tort, or otherwise, shall be limited to the total fees paid by the client to GO TO COD for the services rendered during the six (6) months preceding the event giving rise to the liability.

8.3 Force Majeure

GO TO COD shall not be liable for any failure or delay in the performance of its obligations under the service agreement if such failure or delay is due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

8.4 No Warranty

GO TO COD makes no warranty, express or implied, regarding the services provided, including but not limited to the suitability, reliability, or accuracy of the services for any particular purpose. The services are provided on an “as-is” basis, and the client assumes all risks associated with the use of the services.

8.5 Indemnification

The client agrees to indemnify and hold GO TO COD harmless from any claims, damages, liabilities, or expenses arising out of or in connection with the client’s use of the services, including but not limited to any violation of applicable laws, regulations, or third-party rights.

8.6 Insurance

GO TO COD maintains appropriate insurance coverage to protect its business operations. However, the client understands and acknowledges that it is responsible for obtaining its own insurance coverage to protect its own business interests, including but not limited to product liability insurance, property insurance, and any other necessary coverage.

9. Miscellaneous

9.1 Entire Agreement

The service agreement, along with any attachments, exhibits, or addenda, constitutes the entire agreement between GO TO COD and the client, superseding any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter herein.

9.2 Amendments

Any amendments or modifications to the service agreement must be agreed upon in writing and signed by both parties. No oral or implied agreements shall be binding unless confirmed in writing.

9.3 Severability

If any provision of the service agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the agreement, and the remaining provisions shall remain in full force and effect.

9.4 Waiver

The failure of either party to enforce any rights or provisions under the service agreement shall not constitute a waiver of such rights or provisions. Any waiver must be in writing and signed by the party granting the waiver.

9.5 Assignment

Neither party may assign or transfer its rights or obligations under the service agreement to any third party without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of substantially all assets.

9.6 Notices

Any notices or communications required or permitted under the service agreement shall be in writing and delivered by hand, registered mail, or recognized courier service to the addresses specified in the agreement or as subsequently updated in writing.

9.7 Independent Contractors

The relationship between GO TO COD and the client is that of independent contractors. Nothing in the service agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

9.8 Survival

Any provisions that by their nature should survive termination or expiration of the service agreement shall continue to apply, including but not limited to confidentiality obligations, limitation of liability, and dispute resolution provisions.

10. Governing Law and Jurisdiction

10.1 Governing Law

The service agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the agreement. Any disputes, claims, or actions arising out of or in connection with the agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

10.2 Compliance with Laws

Both GO TO COD and the client agree to comply with all applicable laws, regulations, and industry standards in the provision and use of the services outlined in the agreement. This includes but is not limited to laws related to data protection, privacy, intellectual property, import/export, and consumer protection.

10.3 Export Control

The client acknowledges that the services provided by GO TO COD may be subject to export control laws and regulations. The client agrees to comply with all applicable export control laws and regulations and to not use the services in violation of any export control restrictions.

10.4 Language

The service agreement and all communications, notices, and documents related to the agreement shall be in the language specified in the agreement. In case of any discrepancies or inconsistencies between translations, the version in the specified language shall prevail.

10.5 Entire Agreement

The service agreement, including any attached schedules, exhibits, or addenda, constitutes the entire agreement between GO TO COD and the client, superseding any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter herein.

11. Intellectual Property

11.1 Ownership of Intellectual Property

All intellectual property rights, including but not limited to trademarks, logos, copyrights, patents, trade secrets, and any other proprietary rights related to the services provided by GO TO COD, shall remain the exclusive property of GO TO COD or its licensors.

11.2 License Grant

GO TO COD grants the client a limited, non-exclusive, non-transferable license to use any materials or deliverables provided as part of the services solely for the client’s internal business purposes. This license does not grant the client any rights to modify, reproduce, distribute, or create derivative works from the materials without prior written consent.

11.3 Client's Intellectual Property

The client represents and warrants that it owns or has obtained all necessary rights, licenses, and permissions to any intellectual property provided to GO TO COD for the purposes of performing the services. The client retains ownership of its intellectual property.

11.4 Confidentiality of Intellectual Property

Both parties agree to maintain the confidentiality of each other’s intellectual property disclosed during the course of the service agreement. Confidential information shall not be used, reproduced, or disclosed to any third party without the express written consent of the disclosing party.

11.4 Confidentiality of Intellectual Property

11.5 Infringement Claims

In the event that either party becomes aware of any alleged infringement of intellectual property rights by the other party, prompt notice shall be given to the infringing party. The parties shall cooperate in good faith to address and resolve any such claims.

11.6 Indemnification

The client agrees to indemnify and hold GO TO COD harmless from any claims, damages, or liabilities arising out of or in connection with any alleged infringement of intellectual property rights by the client’s use of the services or the client’s intellectual property provided to GO TO COD.

11.7 Survival

The provisions related to intellectual property, including ownership, licenses, and confidentiality, shall survive the termination or expiration of the service agreement.

Chapter 12: Confidentiality

12.1 Definition of Confidential Information

Confidential information refers to any non-public, proprietary, or sensitive information disclosed by either party to the other party during the course of the service agreement. This includes, but is not limited to, trade secrets, business plans, financial information, customer data, technical specifications, and any other information marked or reasonably understood to be confidential.

12.2 Obligations of Confidentiality

Both parties agree to maintain the confidentiality of any confidential information disclosed by the other party and to use it solely for the purposes of performing their obligations under the service agreement. The receiving party shall exercise the same degree of care and protection in safeguarding the confidential information as it would with its own confidential information.

12.3 Exceptions to Confidentiality

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party’s possession prior to its disclosure by the disclosing party; (c) is lawfully obtained from a third party without restrictions on disclosure; or (d) is independently developed by the receiving party without reference to the disclosing party’s confidential information.

12.4 Permitted Disclosure

Confidential information may be disclosed to employees, agents, or subcontractors on a need-to-know basis, provided they are bound by written confidentiality obligations at least as protective as those in the service agreement. Additionally, either party may disclose confidential information as required by law or court order, provided reasonable advance notice is given to the other party.

12.5 Remedies

In the event of any actual or threatened breach of confidentiality obligations, the non-breaching party shall be entitled to seek injunctive relief, damages, or any other legal remedies available to protect its rights and interests.

12.6 Survival

The obligations of confidentiality shall survive the termination or expiration of the service agreement for a period of [insert duration], as specified in the agreement.

13. Termination

13.1 Termination for Convenience

Either party may terminate the service agreement for any reason by providing [insert notice period, e.g., 30 days] written notice to the other party. In such cases, the terminating party shall fulfill any outstanding payment obligations for services rendered up to the effective date of termination.

13.2 Termination for Cause

Either party may terminate the service agreement immediately if the other party materially breaches any provision of the agreement and fails to remedy such breach within [insert cure period, e.g., 14 days] after receiving written notice specifying the breach.

13.3 Effect of Termination

Upon termination of the service agreement, all rights and obligations of both parties shall cease, except for those provisions that are expressly stated to survive termination. The client shall promptly return any materials or deliverables provided by GO TO COD, and GO TO COD shall provide any final invoices or reports as applicable.

13.4 Transition Assistance

Upon termination, GO TO COD shall cooperate with the client in the orderly transfer of any services, data, or materials, as reasonably requested by the client. The client acknowledges that additional fees may apply for any transition assistance beyond the scope of the original service agreement.

13.5 Disengagement of Services

Following termination, the client agrees to discontinue the use of any services or materials provided by GO TO COD and to remove any GO TO COD branding or references from its website, marketing materials, or any other channels.

13.6 Survival

The provisions related to confidentiality, intellectual property, limitation of liability, governing law, and any other provisions expressly stated to survive termination shall continue to apply.

14. Dispute Resolution

14.1 Good Faith Negotiation

In the event of any dispute or claim arising out of or relating to the service agreement, the parties agree to first attempt to resolve the matter amicably through good faith negotiations. Either party may initiate such negotiations by providing written notice to the other party, setting forth the nature of the dispute and the desired resolution.

14.2 Mediation

If the parties are unable to resolve the dispute through negotiation, they agree to participate in mediation before resorting to litigation or arbitration. The mediation shall be conducted in accordance with the rules and procedures of a mutually agreed-upon mediation provider. The costs of mediation shall be shared equally by the parties unless otherwise agreed.

14.3 Arbitration

If mediation fails to resolve the dispute within a reasonable time or if the parties mutually agree to bypass mediation, any unresolved dispute shall be submitted to binding arbitration. The arbitration shall be conducted in accordance with the rules and procedures of a mutually agreed-upon arbitration provider. The award rendered by the arbitrator(s) shall be final and binding on both parties.

14.4 Governing Law and Jurisdiction

Notwithstanding the dispute resolution procedures outlined above, the parties agree that any legal action or proceeding arising out of or relating to the service agreement shall be governed by the laws of the jurisdiction specified in the agreement. The courts in that jurisdiction shall have exclusive jurisdiction over any such action or proceeding.

14.5 Injunctive Relief

Notwithstanding the dispute resolution procedures outlined above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or remedy any actual or threatened breach of confidentiality or intellectual property rights.

14.5 Injunctive Relief

15. Amendments

15.1 Amendment Process

Any amendments or modifications to the service agreement must be agreed upon in writing and signed by authorized representatives of both GO TO COD and the client. Amendments may include changes to the scope of services, pricing, terms, or any other provisions of the agreement.

15.2 Notice of Amendments

Upon agreement to an amendment, GO TO COD shall provide written notice to the client, outlining the specific changes and their effective date. It is the client’s responsibility to review the amendment and notify GO TO COD of any objections or concerns within a reasonable time.

15.3 Effect of Amendments

Amendments to the service agreement shall become an integral part of the agreement and shall be binding on both parties. The original terms and conditions that are not specifically modified by the amendment shall remain in full force and effect.

15.4 No Waiver

The failure of either party to enforce any rights or provisions under the service agreement or any amendment thereto shall not constitute a waiver of such rights or provisions. Any waiver must be in writing and signed by the party granting the waiver.

15.5 Severability

If any provision of the service agreement or any amendment thereto is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the agreement or amendment, and the remaining provisions shall remain in full force and effect.

16: Governing Law and Jurisdiction

16.1 Governing Law

The service agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of European Union. The choice of law provisions shall apply without regard to conflicts of law principles.

16.2 Jurisdiction

Any legal action or proceeding arising out of or relating to the service agreement shall be brought in the courts of [insert jurisdiction], and the parties hereby submit to the exclusive jurisdiction of those courts. Both parties agree to waive any objections to the venue or jurisdiction of such courts.

16.3 Alternative Dispute Resolution

Before initiating any legal action, the parties agree to first attempt to resolve any disputes through mediation or another form of alternative dispute resolution as mutually agreed upon. The costs of such alternative dispute resolution shall be borne equally by the parties, unless otherwise agreed.

16.4 Compliance with Laws

Both parties shall comply with all applicable laws, regulations, and ordinances in relation to the service agreement. If any provision of the agreement is found to be in violation of any law, such provision shall be deemed null and void, while the remaining provisions shall remain in full force and effect.

16.5 Waiver of Jury Trial

To the extent permitted by law, both parties waive any right to a trial by jury in any legal proceeding arising out of or relating to the service agreement.

17. Intellectual Property

17.1 Ownership of Intellectual Property

Any pre-existing intellectual property owned by either party shall remain the sole property of that party. GO TO COD retains ownership of all intellectual property developed or used in the provision of its services, including but not limited to software, algorithms, designs, logos, trademarks, and any other proprietary materials.

17.2 Client's Intellectual Property

The client represents and warrants that it owns or has the necessary rights and permissions to use any intellectual property provided to GO TO COD for the purposes of the service agreement. The client retains ownership of its intellectual property and grants GO TO COD a limited, non-exclusive license to use such intellectual property solely for the purposes of providing the agreed-upon services.

17.3 Confidentiality of Intellectual Property

Both parties agree to maintain the confidentiality of each other’s intellectual property and shall not disclose or use such intellectual property for any purpose other than as necessary for the performance of the service agreement. This obligation of confidentiality shall survive the termination or expiration of the agreement.

17.4 Infringement Claims

In the event of any third-party claim alleging infringement of intellectual property rights arising from the client’s use of GO TO COD’s services, the client shall promptly notify GO TO COD in writing. GO TO COD shall have the right, at its sole discretion, to take appropriate action to defend against such claims or to negotiate a settlement, with the client’s reasonable cooperation.

17.5 No Transfer of Rights

Except as expressly stated in the agreement, nothing in the service agreement shall be construed as transferring any ownership or intellectual property rights from one party to the other. Each party acknowledges and agrees that it shall not acquire any rights, title, or interest in the other party’s intellectual property.