These Terms of Service (these “Terms”) governs your use of the products and services made available to you pursuant to these Terms, including any content or information provided as part of the such products or services (collectively, the “Services”). “Company” or “We” or “us” or “our” means Sprockets, Inc. “You” or “your” means the entity or person indicating acceptance of these Terms or using the Services.
These Terms may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. By accessing, registering for or using the Services, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.
1. USE OF THE SERVICES
1.1 Use of the Services. Subject to the terms and conditions of these Terms, we grant you a limited, worldwide, non-exclusive, non-transferable right during the term of these Terms to access and use the Services solely in connection with your internal business operations. Your rights to use the Services are subject to any limitations on use of the Services (e.g., applicable user limits or other licensing metrics) based on the subscription plan you purchased or as may be identified in the applicable ordering document or webpage incorporating these terms [SB1] [AM2] (collectively, the “Scope Limitations”), and your rights to use the Services are contingent upon your compliance with the Scope Limitations and these Terms.
1.2 Your Eligibility and Responsibilities. To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only provide accurate information to Company; and (iv) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party. By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.
1.3 Acceptable Use. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) rent, lease, or, except as explicitly set forth in these Terms, otherwise permit third parties to use the Services; (b) use the Services to provide services to third parties as a service bureau or in any way that violates applicable law; (c) circumvent or disable any security or other technological features or measures of the Services, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is false, misleading, illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Services to harm, threaten, or harass another person or organization; (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system; (g) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, “data mine”, or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents; (h) attempt to probe, scan or test the vulnerability of the Services or any of our systems or network or breach any security or authentication measures; or (i) use, display, “frame” or “mirror” any part of the Services, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us. You will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Services or their underlying software. You will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Services and will include all such notices on any copies.
1.4 Accounts. Each user needs a unique user ID and password to use the Services. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your or your users’ login(s) and account(s). Unless otherwise expressly authorized, accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between users is prohibited. [SB3] [AM4] [SB5] [AM6]
1.5 Beta Versions. From time to time, we may make available for you to try, at your sole discretion, certain functionality related to the Services, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description (each, a “Beta Version”). Beta Versions are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. We may discontinue Beta Versions at any time in our sole discretion and may never make them generally available. To the maximum extent permitted by law, we have no liability for any harm or damage arising out of or in connection with a Beta Version.
1.6 Reservation of Rights. We retain all right, title, and interest in and to the Services, its underlying technologies, our trademarks and corporate logos, any product documentation or collateral materials, and all related intellectual property rights in each of the foregoing, including without limitation any modifications, updates, customizations, cards, apps, or other add-ons. Your rights to use the Services are limited to those expressly set forth in these Terms. We reserve all other rights.
1.7 Services Availability. We will attempt to provide the Services at all times, except for periods for maintenance and repair or in the case of emergencies or outages. Actual service coverage, speeds, locations and quality may vary, however, and the Services may be subject to unavailability for a variety of factors beyond our control including, without limitation, emergencies, third-party service failures, transmission errors, distributed denial of service and other network or third party attacks, equipment or network problems or limitations, atmospheric or environmental interference, signal strength, public utility failures, and other force majeure events, and therefore the Services may be interrupted, limited or curtailed. Delays or omissions may occur. You are responsible for making Your Data available that is necessary for us to provide the Services, and we are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users, data, our systems, or the Services. For support, you must contact our support team by phone between 8am and 8pm Eastern time, or you can email them anytime at email@example.com.
1.8 Interactions with Other Users. You are solely responsible for all interactions with other users. Company is not responsible for, and you hereby hold Company harmless from, the truthfulness, accuracy, authenticity, content, or completeness of any of the content or any other information provided by other users or any other third party.
2. RIGHT TO RESTRICT OR TERMINATE ACCESS
2.1 Termination. You may terminate these Terms by terminating your use of the Services and any related account, provided all fees paid or owed are non-cancellable and non-refundable. We may deny, suspend, terminate or restrict your access to all or part of the Services without notice in our reasonable discretion; however, as a practical matter, we normally only do so in two circumstances: (a) you haven’t paid your subscription fee on time; or (b) you haven’t complied with these Terms. In most cases, in the event of non-payment, we will make a reasonable attempt to contact you to provide you with an opportunity to bring your account current. In the event of a breach of subscription terms, our precise course of action will depend upon the nature of the breach and the effect, if any, on our service as a whole and our intellectual property rights.
2.2 Post-Termination Obligations. Following any expiration or termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, we may delete all of your data and other information stored on our servers. Sections 1.6, 2.2, 4.2, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 will survive termination.
3. CHANGE TO THE TERMS.
We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting a notification within the Services or by contacting you via email at the address you provided. As your next use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we may also provide you with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account. Your use or continued use of the Services following the posting or notice of any changes to these Terms shall constitute your acceptance of the changed Terms.
4.1 General. You will pay the fees in the amount and at the time specified in ordering document or webpage that incorporates or references these Terms. By giving us your payment information (e.g. credit card information, bank account information), you are expressly giving us permission to charge you for all fees incurred in connection with your account. You acknowledge that we utilize third parties to process payment and consent to such use. We may modify subscription fees or impose additional fees at any time. Unless otherwise expressly agreed, fees are due in advance when service is first made available to you. For example, if you activate your account on June 1st and you’re on an annual billing cycle, then fees for service from June 1 – June 30 the following year are due in full on June 1st. If you add users or other paid services mid-cycle, additional fees may be due at the time of addition, but we will pro-rate those additional fees to coincide with your existing billing cycle.
4.2 Suspension Rights; Late Fees. If we don’t receive timely payment, we reserve the right to suspend or terminate your account. A late charge of the lesser of 1.5% per month or the maximum amount permitted by law will be added to past due accounts until paid in full, and you give us permission to use your payment information to process payment for such accrued and unpaid fees at any time on or after they have accrued. All reasonable costs and expenses, including but not limited to attorneys’ fees, court costs and service charges incurred by us in collecting payment will be paid by you. Credit terms are at our discretion and are subject to change. You are responsible for all taxes associated with your purchase except taxes on our income. You will pay only in United States currency and are not entitled to set off any fees against any other amounts for any reason.
4.3 No Refunds. All fees paid or owed are non-cancellable and non-refundable. If you contract with us for an annual subscription and decide a few months later that you’d like to cancel, we do not issue a refund relating to prepaid amounts associated with the remainder of any unused term. We also do not issue refunds or credits because you did not use the Services over any particular period of time. The policy helps us efficiently plan for and address anticipated server loads, staffing needs, and product improvements. Simply stated, we have commitments to you that are, in part, driven by your level of commitment to us.
5.1 Data Transmission. You are solely responsible for any data uploaded into the Services or otherwise provided for processing by the Services (collectively, “Your Data”), the content of Your Data and legality and means by which you acquired it. You acknowledge that we may, but have no obligation to, monitor any information on the Services. We are not responsible for the availability, accuracy, appropriateness, or legality of Your Data or any other information you may access using the Services. You acknowledge that use of the Services involves transmission of Your Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You must promptly notify us of any suspected security breach at firstname.lastname@example.org.
5.2 Your Data. Your Data is your property. We use personal information in accordance with our privacy policies found at https://sprockets.ai/privacy-policy/, which is hereby incorporated by reference and made a part of these Terms. Additionally, you grant us a non-exclusive, worldwide, perpetual, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Your Data as required to provide or perform the Services, account management and support services, billing purposes, in response to subpoenas or other legal process, and technical services, and to publish, display, distribute, and otherwise use de-identified information derived from Your Data and from your use of the Services for any lawful purposes, including, without limitation, improving our products and services, developing new products and services, and developing, displaying, and distributing benchmarks, analysis and similar reports, provided that we do so in accordance with all applicable laws. [SB7] [AM8] [SB9]
5.3 Data Retrieval. Because we may delete Your Data following expiration or termination of the Services, you must plan ahead and remove and/or backup Your Data prior to the termination or expiration of the paid term in effect. If your account is terminated before you’ve retrieved data that you need, you may request that we schedule an attempted “restore” of a previously licensed account, but we make no commitments that such requests can be fulfilled and such efforts may be subject to additional fees. Restores are not guaranteed as they are conditional upon several factors, including the frequency of the automated backup and deletion procedures executed by our technical partners.
6. FEEDBACK AND OTHER CONTENT.
The Services may permit you to or you may otherwise submit feedback, user community contributions and comments, technical support information, suggestions, enhancement requests, recommendations, and messages relating to the use and operation of the Services (collectively, “Feedback”). You grant to us a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicense, distribute, and otherwise exploit Feedback without restriction. You acknowledge that we will not keep any Feedback confidential.
7. DISCLAIMERS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT MAKE ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF USE OF ANY THIRD PARTY SERVICE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, COMPANY’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
You agree to defend, indemnify and hold us, our affiliate companies, and each of our respective directors, officers, employees, contractors, agents, successors and assigns harmless from any damages, claim, demand or expenses, including reasonable attorneys’ fees, arising out of or relating to (i) any violation of these Terms by you; (ii) Your Data or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any applicable laws or rights of another; (iv) your negligent or more culpable conduct; or (v) your use of the Services. We may, at our own expense, elect to assume the exclusive defense and control of any third party claim otherwise subject to defense by you. You may not settle or compromise any claim subject to this section without our prior written consent in our sole discretion.
9. LIMITATIONS OF LIABILITY
9.1 Disclaimer of Indirect Damages. UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“COMPANY PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM PERSONAL INJURY, DEATH, LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
9.2 Cap on Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) TOTAL AMOUNTS PAID BY YOU UNDER THESE TERMS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR (B) $100.
9.3 Claims Period Limitation. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, KNEW OF THE POSSIBILITY, OR SHOULD HAVE KNOWN OF THE POSSIBILITY, REGARDLESS OF HOW SUCH DAMAGES MAY HAVE ARISEN, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH A CLAIM IS BASED. Except for IP Protection Actions and any related actions for monetary damages, you agree any cause of action arising out of or related to the use of our Services must be commenced within two (2) years after the cause of action accrues, or such action will be permanently barred.
9.4 Exceptions. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE COMPANY PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY COMPANY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE SECTION ABOV WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
10. ARBITRATION AGREEMENT
10.1 Mandatory Arbitration; Exceptions and Opt-Out. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in South Carolina, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
10.2 No Class Actions. Further, unless we otherwise agree in a writing signed by an authorized representative, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this agreement to arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in South Carolina. All other claims will be arbitrated.
10.3 Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Arbitration Agreement” section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
10.4 Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and may provide a separate form for Demand for Arbitration for residents of a particular state, such as California. The arbitrator will be either a retired judge or an attorney licensed to practice law with at least 15 years of experience and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
10.5 Arbitration Location and Procedure. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
10.6 Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
10.7 Fees. Your and our responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
10.8 Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Arbitration Agreement” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to email@example.com within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Arbitration Agreement” section as of the date you accepted these Terms, or accessed our Services.
10.9 Survival. This “Arbitration Agreement” section will survive any expiration or termination of these Terms.
11. COPYRIGHT PROTECTED MATERIALS.
We respect the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. We have the right, but not the obligation, to remove from the Services any files, material, information, software or other material we believe is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others. If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: firstname.lastname@example.org.
12. CONSENT TO ELECTRONIC COMMUNICATIONS.
13. THIRD PARTY SERVICES
13.1 Integration with Third Party Services. The Services may contain features designed to interoperate with products, applications, or services not provided by us (each, a “Third Party Service”). To use such features, you may be required to obtain access to such Third Party Service from its provider, and may be required to grant us access to your data and/or account(s) on such Third Party Service. You shall provide, and shall cause the provider of the Third Party Service to provide, us with any reasonably requested information and materials needed to integrate the Third Party Service with the Services.
13.2 Permissions; Disclaimer. If you choose to use a Third Party Service with the Services, you grants us permission to allow the Third Party Service and its provider to access any data (including, without limitation, Your Data) provided to us in connection with the Services as required for the interoperation of that Third Party Service with the Services. We are not responsible for any disclosure, modification or deletion of such data resulting from access by any Third Party Service or its providers or partners. Any acquisition by you of a Third Party Service, and any exchange of data between you and any Third Party Service or its provider or partners, is solely between you and the applicable third-party provider. We do not warrant or support Third Party Services or other third-party products or services, whether or not they are designated as operable with the Services or otherwise. We cannot guarantee the continued availability of any Services features that interoperate with Third Party Service, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Services features in a manner acceptable to us. We hereby disclaim, and you hereby hold us harmless from, all liability and responsibility with respect to Third Party Services.
14. GENERAL PROVISIONS
14.1 Access by Competitors. You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.
14.2 Exports. You will not, directly or indirectly, export, re-export or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation.
14.3 U.S. Government Use. If the Services are licensed under a United States government contract, you acknowledge that the Services are a “commercial item” as defined in 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are defined in FAR Section 2.101 and Section 252.227-7014 of the Defense Federal Acquisition Regulation Supplement (48 CFR 252.227-7014) and used in 48 CFR 12.212 or 48 CFR 227.7202-1, as applicable. You also acknowledge that the Services are “commercial computer software” as defined in 48 CFR 252.227-7014(a)(1). United States government agencies and entities and others acquiring under a United States government contract will have only those rights, and will be subject to all restrictions, set forth in these Terms.
14.4 Relationship. The parties to these Terms are independent contractors, and these Terms do not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us. Except as otherwise expressly contemplated herein, neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.
14.5 Assignment and Delegation. You may not assign any of your rights or delegate any of your obligations under these Terms (in whole or in part) without our prior written consent, except in connection with a change of control, merger, or by operation of law. Your assignment or delegation will not relieve you of your obligations under these Terms nor release you of your liability under these Terms. We may voluntarily, involuntarily, or by operation of law assign any of our rights or delegate any of our obligations under these Terms without your consent. Any purported assignment or delegation in violation of this section will be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns.
14.6 Notices to Us. Any notice required or permitted to be given by you will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to us at the address listed on our website and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this section. Notices are deemed given three business days following the date of mailing or two business day following delivery to a reputable courier.
14.7 Force Majeure. We will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond our reasonable control.
14.8 Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of South Carolina, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action outside of the scope of arbitration shall be brought exclusively in courts situated in South Carolina, and you consent to the exclusive jurisdiction of such courts.
14.9 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
14.10 Waiver and Modifications. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under these Terms will not preclude the enforcement by the party of any other right or remedy under these Terms or that the party is entitled by law to enforce.
14.11 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the Services under these Terms is found to be illegal, unenforceable, or invalid, your right to use the Services will immediately terminate.
14.12 Headings. Headings are used in these Terms for reference only and will not be considered when interpreting these Terms.
14.13 Entire Agreement. These Terms, together with the applicable ordering document or webpage incorporating these Terms, contain the entire agreement of the parties with respect to the subject matter of these Terms and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of these Terms.