Terms of Use

AuraCapital Pte Ltd. (“ACAP”) hereby reminds you (“User”) to read this AuraBuddy Terms of Use (“Agreement”) carefully, thereby making sure you fully understand all the terms and conditions of this Agreement before registering as an User of the Services and use the Services provided by ACAP. Please read this Agreement carefully to decide whether or not to accept this Agreement, including but not limited to the terms exempting or limiting the liabilities of ACAP, in particular, the provisions exempting or limiting the liabilities of ACAP, dispute resolution and law application. This Agreement applies to AuraBuddy websites, software, mobile applications and AuraBuddy Mirror applications (“AuraBuddy”, the “Service” or “Services”).

When you fill in the information, read and agree with the content of the Agreement and complete all the registration procedures according to the instructions on the registration page, or after you fill in the information, read and agree to this Agreement according to the instructions on the activation page and complete all the registration procedures, or when you actually use the Service through the methods permitted by ACAP or accept this Agreement by any express or implied methods, you shall be deemed to have fully read, understood and accepted this Agreement, and this Agreement shall be legally binding to you. You shall comply with the terms and conditions of this Agreement and shall not claim that this Agreement is invalid or require the rescission of this Agreement for the reason that you have not read this Agreement or have no response to your inquiry made on ACAP.

If you are a minor under the age of 16 or you do not have full capacity for civil conduct for any other reason, you shall have your guardian read this Agreement and decide whether to agree to it with particular attention to the terms and conditions for the use of minors. If your guardian agrees to this Agreement, you shall have your guardian set up the AuraBuddy user account for you, and both you and your guardian are bound by the terms herein and responsible for the use of the account or services.

User must register an account of AuraBuddy, excluding Guest applications which do not require account registration and login, before using the Services. If you are under the age of 16, you shall have your guardian or equivalent register an account for you. The account of AuraBuddy should be registered through, as well as bound with, your email address. User should use an email address that has not yet been bound with an account of AuraBuddy or that has not been banned by ACAP in accordance with this Agreement to register an account of AuraBuddy. ACAP may change the method of account registration based on the needs of customers or products without further notice to User. You understand and agree that you are obliged to maintain the authenticity and validity of the information you provide. If the information you provide is illegal, untrue, inaccurate or not updated in time, it may bring you adverse consequences or relevant legal liabilities.

The ownership of any AuraBuddy account belongs to ACAP. User obtains the right to use AuraBuddy account after the completion of account registration. The right to use belongs to the person who initially registered the account. Giving, borrowing, renting, transferring and/or selling is prohibited. ACAP has the right to retrieve the AuraBuddy account at its own discretion for business reasons.

When User registers an account of ACAP or uses the Services, ACAP needs to collect certain information of User so that ACAP could provide service to User (including but not limited to the online classroom, task submission, chat, cloud disk), or contact User when needed. User acknowledges that for the purposes of performing this Agreement, ACAP needs to collect and process User’s personal data, and subject to Article IV Protection of User’s Personal Data of this Agreement.

User has the responsibility to store account information properly and to ensure the safety of the account password. For loss of account and/or password caused by inappropriate storage, User shall bear the responsibility solely. User undertakes legal responsibility for the action generated by the registered account. User agrees that, in any circumstance, User will not use account and password of others. When User suspects that the User’s account and/or password is used by another, User may inform ACAP immediately. User understands and agrees that it takes a reasonable time for ACAP to take action on any of User’s requests, and the actions we take at User’s request may not be able to avoid or prevent the formation or expansion of the consequences of the infringement. Except for the legal fault of ACAP, ACAP is not liable for User’s loss.

User shall comply with all the terms of this Agreement and use the Services correctly and appropriately. For User violating any terms of this Agreement, ACAP has the right to suspend or terminate the Services provided to User in accordance with this Agreement. ACAP also reserves the right to retrieve the AuraBuddy account, username from User.

User commits that all the materials produced, uploaded, copied, published and/or transmitted by User in the process of using the Services, including but not limited to account registration information such as account profile picture, account name, account statements, account verification information, and words, voice messages, pictures, videos and/or information sent, replied, automatically replied by User, relevant linked websites, and all other materials generated in the process of using User’s account and/or the Services and the conduct of User shall be in compliance with the law and this Agreement. ACAP shall have the right to manage the information that User upload, release or transmit. If ACAP discovers information whose publication or transmission is prohibited by laws, regulations or this Agreement, ACAP shall have the right to immediately stop the transmission of such information, take disposal measures such as deleting the information to prevent the information from spreading, save relevant records, and report to relevant authorities. ACAP may close User’s accounts if necessary.

User agrees not to use AuraBuddy account or the Services to produce, upload, copy, publish, and/or transmit any content that in fact or in our reasonable opinion:

1. breaches any applicable laws or regulations (or may result in a breach of any laws or regulations when used in a manner permitted by this Agreement);
2. spreading rumours, disturbing orders of the society, damaging unity of the society;
3. spreading obscenity, gambling, violence, horror and/or abetting crimes;
4. insulting and/or libelling others, infringing rights of others;
5. disobeying fundamentals of laws and regulations, national interests, legal rights of citizens, orders of society, morality, informational trueness;
6. containing sensitive information in regard to politics, religion or morality;
7. containing false, harmful, coercive, infringing upon others’ privacy, harassment, infringement, libel, vulgar, indecent, or other content that is morally objectionable; or
8. containing other contents restricted or prohibited by applicable laws, regulations, rules, ordinances and any other legally effective rules.

User shall not use AuraBuddy account or the Services to produce, upload, copy, publish, spread information below, disrupting ACAP’s normal operation and/or violating interests of others or any third parties:

1. containing any sex or sexual implications;
2. containing information of abuse, intimidation and/or threatening;
3. containing information of harassment, spam, malicious, and/or fraud;
4. concerning with privacy of materials of other individuals, or entities;
5. violating reputation, right of portrait, intellectual property, trade secrets, and other legal rights and interests of others; or
6. containing other information that also disrupts the normal operation of the Services and/or the legal rights of others and/or third parties;
7. containing other contents restricted or prohibited by applicable laws, regulations, rules, ordinances and any other legally effective rules.

All information transmitted, published by User in the process of using the Services does not reflect, represent and should be not viewed as reflecting or representing ACAP’s opinions, positions, or policies and ACAP does not assume any responsibilities.

Users promise to abide by laws, regulations and relevant legal principles in the process of accepting the Service; It shall not infringe upon the legitimate rights and interests of us and any third party, disturb our normal order, interfere with the normal function of the network and endanger the safety of its network system; The User shall not perform any of the following behaviours, including but not limited to:

1. Access or log in to ACAP products in any way not recognized in this Agreement, such as robot software, spider software, crawler, screen brushing software, etc., illegally invade ACAP’s or others’ networks, interfere with the normal functions of our or others’ networks, steal network data and other activities endangering network security. Including but not limited to: using, destroying or attempting to destroy, automatically attacking, developing or abusing our resources or our network security protection measures without authorization for any purpose, using any network robot, spider, crawling tool, pet grabbing program, anthropomorphic program or other non real users and other abnormal automatic means to read, copy, transfer and access any content of the Service, use plug-ins or access relevant systems of the Services through other third-party tools, operation platforms or any services without our permission; Cracking, destroying, deleting, modifying or adding the network services and related software and hardware facilities of ACAP products, and deleting, modifying or adding the data and application programs stored or transmitted in the computer information network; Upload, copy, transmit and disseminate any software virus or other computer code, files and programs that interfere with, damage or restrict the function of any computer software, hardware or communication equipment, interfere with or damage the Services or servers and networks connected to the provision of the Services; Provide others with procedures and tools specially used for activities endangering network security, such as invading the network, interfering with the normal function and protective measures of the network, stealing network data, etc; Providing technical support, advertising promotion, payment and settlement and other assistance to others who know that they are engaged in activities endangering network security; Other acts that violate laws and regulations and endanger computer network security.
2. Causing or likely to cause unreasonable or disproportionately heavy load on the Services in any way.
3. Submitting, publishing false information, or stealing profile pictures of others, pretending to be others.
4. Forcing, soliciting others to follow or to click linkages or to share information.
5. Fabricating information, hiding trueness to mislead or to deceive others.
6. Infringing the right of reputation, right of portrait, intellectual property, trade secrets and other legitimate rights of others.
7. Using AuraBuddy account and any function in a promotion or mutual promotions without ACAP’s written permission.
8. Using measures, technological or otherwise, to create a massive number of fake accounts.
9. Producing, publishing means, tools in relation to behaviours above or promoting/transmitting these means and/or tools, whether or not for commercial purposes.
10. Violating other laws and regulations, legal rights of other Users, or disrupting the normal operation of the Service.

User must be responsible for the trueness, legality, innocuousness, accuracy, effectiveness of the information when using AuraBuddy account or the Services. Any legal responsibilities transmitted by User should be undertaken by User alone and do not concern ACAP. If User causes damage to ACAP or any third parties, User should indemnify in accordance with laws and regulations.

The Services provided by ACAP may include advertisements. User agrees that advertisements provided by ACAP, third parties and/or partners may be displayed in the process of using the Services. Unless prescribed by laws and regulations explicitly, User should be responsible for making transactions concerning these advertisements. If User suffers any loss or damage due to making transactions based on the advertisements provided by ACAP, any third parties and/or partners, ACAP does not undertake any responsibility.

The protection of User’s personal information is a consistent system of ACAP. User shall know, understand and agree that the use of the Services may involve the collection, storage, use, sharing and protection of users’ personal information. When User uses the services provided by ACAP, User agrees that ACAP collects, uses and shares personal information in accordance with this Agreement and AuraBuddy Privacy Policy.

In order to provide User with online educational content and other services, ACAP may be required to collect and process your personal information. ACAP hopes that through the AuraBuddy Privacy Policy, ACAP can clearly introduce the processing methods of users’ personal information to User. Therefore, we suggest User read and agree to the AuraBuddy Privacy Policy in its entirety to help User better protect User’s personal information rights and data security.

ACAP attaches great importance to the protection of minors’ personal information. If you are a minor under the age of 16 or you do not have full capacity for civil conduct due to other reasons, you shall inform your guardian to read this Agreement and the AuraBuddy Privacy Policy before registering an account or using the Service and may not use the services provided in AuraBuddy without the consent of your legal guardian.

Although the Services are accessible from all over the world, not all functions discussed, mentioned, supplied or provided through or on the Services are available to all people or in all geographical locations. You should know that the products or services you purchase from ACAP do not necessarily comply with the laws or technical specifications of your location. If you continue to use the Services, it means that you voluntarily submit your personal information to ACAP, and shall be responsible for using the Services purchased from ACAP in a manner that complies with local laws and regulations.

You may not attempt to access any content of the Services or use any services of ACAP without authorization through illegal intrusion, password cracking or any other illegal means. You cannot track, reverse search, crack or decipher the information of any clients of ACAP, including but not limited to the AuraBuddy account of any other User.

You may not violate any network security mechanism or authentication measures of ACAP or link to ACAP, and may not detect, scan or test any network vulnerability of ACAP or connect to ACAP. You may not launch any form of network attack against ACAP and spread viruses, zombies and Trojans in or through ACAP.

You agree not to use any equipment, software or program to interfere or attempt to interfere with the normal operation of the Services or any transaction in the Services or interfere or attempt to interfere with the use of the Services by others. You shall not take any action to store an unreasonable or disproportionate amount of data on the infrastructure, system or network of the Services, or on the system or network linked to the Services.

The Services may contain links to other independent third-party’s ACAP services, which are only provided for the convenience of visitors to the Services. ACAP does not provide any express or implied guarantee for the content, service and information of the link, and such link is not regarded as the recommendation, approval or authorization of ACAP for the link. You need to carefully judge the interaction with such a link.

The network connection, security and confidentiality of data transmission between you and the Services are affected by the technology adopted by you and the telecom operator you use, or other external factors other than the Services. Although ACAP has adopted a prudent internal security management system and operation processes to prevent computer viruses and network attacks, ACAP cannot guarantee the network connection between you and the Services and the security and confidentiality of data transmission.

ACAP’s “Cloud” service is to provide User online services through cloud technology.

ACAP’s “Cloud” service highly recognizes the right of intellectual property of both individual User and entity User

If a difference arises in regard to the ownership of intellectual property of the courseware stored in ACAP’s “Cloud” service, please follow instructions and format below including the reference number attached to each clause:

1. Proof of ownership of the intellectual property holder in terms of trademark, copyright and/or other proprietary rights of the content violating intellectual property rights.
2. Please sufficiently, clearly describe the content allegedly violating the owner’s rights and provide screenshot information of the content that was uploaded illegally.
3. Please articulate which content allegedly violates the owner’s rights specified in clause (2) above.
4. Please provide the intellectual property holder’s contact information including his/her name and a copy of his/her ID.
5. Please provide the infringer’s basic information such as account number, nickname or entity’s name for ACAP to contact the alleged infringer.
6. Please include the statement of authenticity below in your right to claim:

Please sign the document and annex the seal on the document if User is a legally incorporated organiszation.

User understands and agrees that ACAP offers User an online learning platform for User to share, transmit and obtain information. User must be responsible for any action acted through User’s account including any content transmitted through User’s account, as well as any consequence resulting from the transmission of the content. User must assess any content transmitted through ACAP or the Services independently and undertakes all risks resulting from the use of the content, as well as the reliance on the correctness, integrity and practicality of the content. In no event will ACAP be liable for any loss or damage caused by User whatsoever arising out of the use of or inability to use the Services or the provision of or failure to provide technical or other support services. If User realises anyone violating this Agreement or using the Services inappropriately, please inform ACAP immediately; ACAP will process the incident in accordance with this Agreement.

User uses the Software and Services at any time reasonably at his/her own risk, outside the control of ACAP, or irrelevant to ACAP, including but not limited to:

1. risks such as loss and leakage of personal information as a result of system vulnerabilities, hacking or other force majeure factors under the circumstance that ACAP has taken appropriate security measures;
2. any problems or damages resulting from the event that software installed by the customer does not match the model number of the customer’s end equipment;
3. risks possibly caused by a third party’s website and relevant content when the User accesses a third party’s website by using the software;
4. the service login failure, uncompleted data synchroniszation, slow page opening speed, etc. due to wireless network signal instability, wireless network bandwidth and other reasons;
5. risks of service interruption due to power failure, equipment failure, hacker invasion, natural disasters, and normal maintenance of equipment; and
6. risks arising from force majeure, changes in laws or acts of competent authorities.

ACAP has the right to review and supervise the use of Users, and deal with violations of relevant laws and regulations or the provisions of this Agreement according to reasonable judgement. Users are obliged to accept the supervision and management of ACAP and cooperate with the work of ACAP. If ACAP finds or receives reports/complaints from others that Users are suspected of one or more acts prohibited by laws and regulations or this Agreement in the process of using the Services, ACAP has the right to delete, block or disconnect relevant contents at any time without notice, and take warnings and reminders, correct within a time limit, restrict account function, suspend use, close account. ACAP has the right to make an independent judgement on relevant acts or contents, judge whether it is necessary to require you to issue relevant instructions or statement documents according to the specific circumstances and decide whether to resume use according to the actual situation. ACAP has the right to keep relevant records of suspected violations of laws and regulations and suspected violations of laws and crimes, report to relevant authorities according to law, and cooperate with relevant authorities in the investigation and evidence collection. Users should bear all legal liabilities arising therefrom alone. You understand and agree that due to the needs of business development, ACAP has the right to modify or interrupt, suspend or terminate the Service according to law.

Except the intellectual property right of advertisements shown in the Services, in the course of your use of the Services, all the intellectual property rights (including trademark rights, copyright, trade secrets, etc.) of the content ACAP offers (including but not limited to any webpages, text, pictures, audio, video, charts, interface designs, layout frames, data and procedures, code, files, animations, etc.) belong to us. All the intellectual property rights of the content generated in your use of the Services belong to you and/or the relevant right holders in accordance with the law, and the User shall not, without the written consent of relevant right holders, implement, use or transfer such intellectual property rights, information or materials in any manner.

Unless other special statements have been made, the copyright, patents, and other intellectual property rights of the software on which ACAP relies to provide the Services shall be the property of ACAP.

Any graphics, words and statements or combinations of both that are part of the Services, as well as the copyrights and trademarks of ACAP’s logo, products, name of the Services (“ACAP’s logo”) are the property of ACAP. Without ACAP’s written permission, User has no right to display or use ACAP’s logo in any form, or indicate that User has the right to display, use and/or dispose of ACAP’s logo in any form.

All the intellectual property rights above or else applicable to ACAP and/or to the owners of the advertisements are protected by law. Without written permission from ACAP or the owners of the advertisements, User cannot use and/or create derivative work relying on the content protected by the intellectual property rights.

User should ensure that all kinds of information published in the process of using ACAP’s products or our services do not involve infringement of third-party portraits, privacy, intellectual property rights or other legitimate rights and interests. Otherwise, ACAP has the right to take necessary measures at any time, including but not limited to deletion, disconnection, etc. In case of any right dispute arising from the infringement of the content you upload or any other right defect, User shall solve such dispute by yourself and bear the corresponding responsibility independently; If any third party claims the rights and interests of the authoriszed content from ACAP, User should actively defend ACAP against the third party, or provide ACAP with necessary cooperation and assistance to defend against the third party according to our requirements (including but not limited to providing proof documents, materials, information, etc. related to the authoriszed content); In case of any loss caused to ACAP due to the infringement of any other right defect of the content User upload, User shall compensate ACAP for all losses suffered and eliminate the adverse impact on ACAP caused by the infringement or right defect of the above-authorised content.

For the infringement of the authorised content, User agrees that ACAP has the right to protect the rights of the infringement of the authorised content in ACAP’s name or in the name of User’s trustee, including but not limited to: monitoring the infringement, sending the right protection letter, filing a lawsuit or arbitration, mediation, settlement, etc. In this case, User further agrees that ACAP has the right to make decisions and implement them independently; At our request, User will actively provide necessary assistance to the protection of our rights (including but not limited to providing necessary supporting documents, materials, information, etc. required for rights protection); After deducting our rights protection costs, the benefits (if any) obtained from rights protection will be shared with ACAP in the proportion of half of each.

If User or other obliges find that the information published in ACAP’s products is suspected of intellectual property rights or other legitimate rights and interests disputes, and the relevant Users or obliges require ACAP to delete the information published by Users or take other necessary measures to stop it, you shall submit relevant right certificates, links to the information suspected of infringement, preliminary evidence of infringement complaint description and other materials, or send relevant complaint materials via email to hello@aurabuddy.io, we will review and take necessary measures according to law.

If ACAP discovers or receives a report or complaint from a User of any breach of this Agreement, ACAP has the right to examine, delete and block all relevant content, including but not limited to user information and chat logs, at any time without prior notice. Also, ACAP has the right to punish the User of any non-compliance of his/her account (including, without limitation, warning, equipment ban, function ban and account ban) or even cancel the User’s account according to the severity of the offence committed by the User, and shall inform the User of the result. ACAP will also assist the investigation at the request of the relevant government departments.

Any User banned due to violation of the Agreement may contact the customer service to inquire about the reasons for and duration of the ban, and may submit a complaint to the relevant webpage on the AuraBuddy’ website. ACAP will review the complaint and make a reasonable decision about whether to change the punishment measures.

User understands and agrees that ACAP is entitled, in its reasonable discretion, to penalise violations of any applicable laws and regulations or provisions of this Agreement and take appropriate legal actions against any User that violates laws or regulations and report such violations to the relevant authorities in accordance with laws and regulations. User shall bear all legal liabilities arising therefrom.

User understands and agrees that User shall indemnify and hold ACAP, the cooperative company and their affiliates harmless from and against any claim, demand or loss brought by any third party, including reasonable attorneys’ fees, arising out of or resulting from User’s breach of this Agreement. After ACAP has first borne the liability for administrative punishment or compensation for damages arising from the User’s behaviour, ACAP is entitled to recover the damages from the User.

User understands and confirms that, in the process of using the Services, User may encounter extraordinary events or circumstances beyond the control which result in the suspension of the Services. Extraordinary events or circumstances beyond the control refer to events that are unforeseeable, insurmountable and unavoidable that cause significant impact on either one or both parties and that include but are not limited to natural disasters such as flood, earthquake, the spread of plague, the spread of the pandemic, windstorm, as well as social events such as war, riot, acts of governments etc. With the occurrence of events above, ACAP will cooperate with relevant authorities timely to restore the Services. But ACAP is not liable for any loss undertaken by User and/or third parties if such loss is as a result of the events above.

Same as most other Internet services, the Services may be affected by factors including but not limited to User’s factors, internet service status, and social circumstances; the Services may be attacked by safety and security issues, such as other User’s data used to cause harassment in real life; User downloading and installing other software or accessing websites that contain “Trojan virus” which threaten User’s computer and data safety may affect the use of the Services. User should be aware of the significance of information safety, data protection, and password protection to avoid loss and harassment.

User understands and confirms that, in the process of using the Services, ACAP is not liable for any loss undertaken by User or any third parties resulting from information that is misleading, fraudulent, defamatory, resentful and/or illegal, as well as information that assumes the rights and/or names of others, as well as the acts derived from the information above.

User understands and confirms that ACAP needs to maintain or fix the ACAP system and associated equipment from time to time, for which the interruption of the Services, within a reasonable period of time, does not impose any liability on ACAP. ACAP should make announcements prior to the maintenance or fix.

ACAP has the right to process the content violating laws, regulations and the Agreement. The right does not constitute ACAP’s duty or promise. ACAP may not identify and/or process the content timely.

Unless otherwise expressly stated in writing, under the condition of compliance with laws and regulations, ACAP does not make any express or implied statement or guarantee in any form for the information, content, materials, products or services on its website and client, including but not limited to quality, stability, accuracy, timeliness, integrity, consistency, security, etc, However, we promise to continuously improve the service quality and service level and provide you with better service.

We only bear the direct responsibility expressly agreed in this Agreement. Unless otherwise agreed in this Agreement, in any case, the total amount of our liability for compensation under this Agreement shall not exceed the total amount of fees we charge for providing services to you. In any circumstances, ACAP is not liable and/or undertake any responsibility for circumstantial, consequential, punitive, chance, special, and/or criminal loss, which include the loss of profits resulting from User using the Services even if User has not been informed about the possibility of the loss.

Given the particularity of Internet service, User agrees that ACAP has the right to amend, suspend or terminate part or all the Services.

In any one of the circumstances below, ACAP has the right to alter, suspend or terminate the Services without any liability to User or any other third parties:

1. Failure to provide correct information of person or entity, or the information provided by User is inconsistent with the information provided during the account registration without reasonable proof;
2. User violated relevant laws and regulations and/or the Agreement;
3. Required by laws and regulations and requests made by relevant authorities; or
4. for reasons of safety or other necessary circumstances.

This Agreement includes related agreements and business rules about the Service that may be published by ACAP from time to time. Upon formal release, the above content shall constitute an integral part of this Agreement and shall be observed by Users.

ACAP has the right to amend the Agreement as and when necessary and the amended terms of the Agreement shall supersede the original terms once published. User may find the latest version of the Agreement on the AuraBuddy website or in the latest version of the Services. In case of major changes, we will publish or send announcements about the change of terms through effective means such as a web page or push notifications, so that you have the opportunity to review the change and make suggestions before the change takes effect. If you have any suggestions on the modification of this agreement, we will have the right to judge and decide whether and how to adapt your proposal within 7 days after we issue the updated terms. If User continues to use the Service after the terms and conditions have been modified by ACAP, User shall be deemed to have accepted the modified terms and conditions. User should cease to use the service immediately if User does not accept the modified terms and conditions.

ACAP reminds User to pay attention to the clauses that exempt ACAP’s liability and constraint User’s rights. User should read the clauses carefully and take the risks into consideration. Minors should be accompanied by his/her legal custodian when reading this Agreement.

The validity and interpretation of this Agreement and the settlement of disputes arising hereunder shall be governed by Singapore law. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

If any term of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the term shall be restricted or excluded to the minimum extent necessary, and replaced by a new term that comes closest to expressing the intent of this Agreement, so that this Agreement will continue in full force and effect.

This Agreement constitutes the entire agreement between you and ACAP relating to your use of the Software and hereby supersedes and cancels any prior written or oral agreement or understanding between you and ACAP relating to such use.

If any term or provision of this Agreement is invalid or unenforceable for any reason, the remaining terms and provisions shall continue to be binding upon the Parties.