DISCLAIMER
This Section “DISCLAIMER” is applicable to the use of the Platform and the Services of TEQBLAZE, LDA, a company duly incorporated under the laws of Portugal, having its registered office at Rua Braancamp, nº 9, 3º Esq, Distrito: Lisboa, Concelho: Lisboa, Freguesia: Santo António, 1250 048, Lisbon, Portugal (the “Company” or “TeqBlaze”) under the applicable agreement between the Company and the Client as the Parties (the “Agreement”) if otherwise stated in the Agreement.
For the avoidance of doubt, the term “Agreement” shall include any contract, statement of work (SOW), order form, invoice, or legal relationship between the Company and the Client, whether concluded as a formal written document or agreed upon via electronic communications (including, but not limited to, email exchanges, Jira communications, ticketing systems, or messaging platforms). The issuance of an invoice by the Company and any full or partial payment of such invoice by the Client, as well as the Client’s access to or use of the Platform and Services, shall constitute full, unconditional, and irrevocable acceptance and confirmation of the Agreement and this Section “DISCLAIMER”, regardless of whether a separate bilateral written agreement was physically signed by the Parties.
The Company shall not be responsible and/or liable for the Client's business roadmap in relation to the activities connected with the Platform and the Services herein, including, but not limited to, the choice of strategies, partners, products, services and terms of purchase, sale, and shall not be liable for any obligations or agreements entered into by the Client with third parties, such as clients, partners, suppliers, and customers, related to the Platform and the Services herein. The Client is solely and independently responsible and/or liable for the choice of its own business activities related to the Platform and the Services herein, partners, clients, and suppliers with whom it interacts on the Platform of the Company, as well as for all other aspects of its business activities on the Platform, including the conditions of transactions, its revenue, and any loss, damage, or injury that may arise as a result of its activities or transactions entered into with such third parties on the Platform or transactions related to the Platform and the Services herein.
Except for technical implementation according to agreed specifications, the Company shall not be liable for any changes in functionality or features or the use of features to the Platform made at the Client's request as part of the Services. The decisions made by the Client regarding the product roadmap and development of the Platform may be appealed by the Company in case of direct negative impact on the Platform operation from the technical point of view. If the Client requests the provision of Services by the Company that, in the opinion of the Company, will not meet general industry standards or in any way do not comply with the Company's usual practices and the Client wishes to receive the Services in this manner, the Company will provide the relevant Services under the sole responsibility of the Client, without assuming any liability for how such Services and their results will affect the Client's business, profitability, third parties' responsibility, etc. The Company is responsible only for the technical implementation of explicit technical specifications provided under the Services, without taking into account business strategies, logic of features, or operational actions of the Client on the Platform. The Company does not guarantee any profitability, commercial suitability, or fitness of the Platform for the Client's business goals.
The Client expressly acknowledges that software and cloud platform environments are complex and inherently subject to technical anomalies, bugs, and potential interruptions. Unless explicitly covered by a separate Service Level Agreement (SLA) signed by the Company, the Company does not guarantee uninterrupted or error-free operation of the Platform and shall not be liable for any downtime, technical crashes, data loss, latency, or performance degradation resulting from: (i) scheduled or emergency maintenance; (ii) failures, outages, or performance degradation of third-party infrastructure, datacenters, cloud providers (e.g., AWS, GCP), telecom networks, or upstream providers; (iii) Client’s improper configuration, misuse of APIs, software incompatibility, or breach of operational instructions; or (iv) cyberattacks, DDoS attacks, or force majeure events. The existence of non-critical technical bugs or temporary operational outages shall not constitute a breach of the Agreement nor entitle the Client to any damages, fee reductions, or set-offs.
The Client expressly acknowledges and agrees that the Company acts solely as an independent provider of technology and infrastructure solutions (SaaS/PaaS) and is not an advertising agency, intermediary, or broker in the Client’s commercial transactions.
Under no circumstances shall the Company bear any responsibility or liability for any payment defaults, disputes, offsets, chargebacks, traffic rejections, fraud/IVT allegations, delays, or non-settlement arising out of or related to the Client’s relations, contracts, or accounts with its downstream or upstream third parties, including but not limited to demand partners, DSPs, SSPs, advertisers, networks, publishers, etc.
All fees payable to the Company — including, without limitation, the Monthly Platform Fee, Server Service Fee, Custom Development Fee, any additional fee for the services or support provided by the Company in accordance with the use of the Platform, and Revenue Share calculated based on the Platform’s tracking metrics and agreed rate tiers — constitute direct, unconditional, non-refundable payment obligations of the Client for the technical provision and utilisation of the Platform. Unless otherwise agreed by the Parties in writing, the payments to the Company shall never be contingent upon, delayed, reduced, or subject to dispute, counterclaim, set-off, or defence based on whether, when, or to what extent the Client receives payments from its own clients, partners, or third parties (strict waiver of any pay-if-paid or pay-when-paid conditions).
EXCEPT TO THE EXTENT AGREED BETWEEN THE PARTIES IN WRITING, TEQBLAZE EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE PLATFORM AND SERVICES WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY TEQBLAZE, ITS EMPLOYEES, CONTRACTORS, LICENSORS OR AGENTS WILL CREATE A WARRANTY, NOR MAY THE CLIENT RELY ON ANY SUCH INFORMATION OR ADVICE.
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW AND EXCEPT AS SET FORTH IN THE AGREEMENT, TEQBLAZE HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), WITH RESPECT TO THE PROVISION OF THE SERVICES PROVIDED TO THE CLIENT HEREIN.
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (III) WHERE REQUIRED BY THE APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT.
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED THE LESSER OF (I) AGGREGATE FEES PAID OR PAYABLE TO TEQBLAZE FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (II) $100,000 (ONE HUNDRED THOUSAND U.S. DOLLARS).
The term of this Section shall survive the termination of the Agreement for whatever reason.
This Section "DISCLAIMER" is an integral part of the Agreement between the Parties. Concluded actions of the Parties, payment of invoices, and their cooperation under the Agreement constitute an indisputable fact of recognition and full acceptance of this Section "DISCLAIMER".
The matters not settled by this Section "DISCLAIMER" shall be governed by the Agreement. In case of any direct contradiction between the provisions of this Section "DISCLAIMER" and the provisions of a separate written bilateral Agreement signed by both Parties, the terms of such signed bilateral Agreement shall prevail. In all other cases, including agreements concluded via email, invoices, or electronic communication, this Section "DISCLAIMER" shall prevail.
The Company reserves the right to make unilateral amendments to this Section "DISCLAIMER". The latest version of this Section "DISCLAIMER" is always available at this link. Continued access to or use of the Platform and Services, or payment of any Company invoice following any updates, shall constitute the Client's binding agreement to the revised terms.
This Section "DISCLAIMER", its interpretation, and any disputes arising out of or in connection with it or the use of the Platform/Services shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Any legal proceedings shall be submitted to the exclusive jurisdiction of the competent courts of Lisbon, Portugal, unless otherwise explicitly set forth in a signed bilateral Agreement.