Terms of Service

These Terms of Service (the “Terms,” “Agreement,” or “Terms of Service”) constitute a legally binding agreement between [Company Name] (the “Company,” “we,” “us,” or “our”) and you, whether acting on your own behalf as an individual or on behalf of a legal entity (the “User,” “you,” or “your”), and govern your access to and use of the Company’s websites, web applications, mobile applications, hosted software, application programming interfaces, administrative dashboards, developer tools, documentation, communications, and any other products or services made available by the Company (collectively, the “Services”).

The purpose of this Agreement is to define the rights, responsibilities, obligations, restrictions, warranties, disclaimers, and limitations that govern the relationship between the Company and each User. By accessing, browsing, downloading, installing, registering for, or otherwise using any portion of the Services, you acknowledge that you have read this Agreement, that you understand its terms, and that you agree to be bound by all of its provisions.

If you are entering into this Agreement on behalf of an organization, company, partnership, governmental body, or other legal entity, you represent and warrant that you have the legal authority to bind such entity to this Agreement, and in such case, the terms “User,” “you,” and “your” refer to that entity and to any Authorized Users acting on its behalf. If you do not have such authority, or if you do not agree with any part of this Agreement, you must not access or use the Services.

This Agreement, together with the Company’s Privacy Policy, any applicable order form, statement of work, data processing addendum, product-specific terms, and any other referenced policies, constitutes the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings, communications, proposals, or representations, whether oral or written.

For the purposes of this Agreement, the following capitalized terms have the meanings set forth below. Words denoting the singular include the plural and vice versa; words denoting any gender include all genders; and headings are for convenience only and shall not affect the interpretation of this Agreement.

2.1 Company

[Company Name], together with its parents, subsidiaries, successors, and assigns.

2.2 Services

All products, features, subscriptions, functionality, tools, integrations, application programming interfaces, dashboards, communications, and professional services made available by the Company from time to time.

2.3 Platform

The technical infrastructure, hosted environments, software, and interfaces through which the Services are delivered.

2.4 Website

Any website operated by the Company, including any subdomains, mobile web versions, and related digital properties.

2.5 Software

Any downloadable, embeddable, or hosted software components, libraries, software development kits, mobile applications, or client applications made available by the Company as part of the Services.

2.6 Application

Any mobile, desktop, or web application published or provided by the Company through which Users access all or part of the Services.

2.7 User

Any natural person or legal entity that accesses or uses the Services, whether as a visitor, registered account holder, Authorized User, or otherwise.

2.8 Customer

An organization or individual that has entered into a subscription or other paid arrangement with the Company for access to the Services.

2.9 Account

The record established when a User registers to access the Services, together with all associated credentials, settings, workspaces, environments, and Content.

2.10 Subscription

A time-limited or renewing right to access designated Services in exchange for applicable Fees, as further described in an order form, price page, or in-product purchase flow.

2.11 Content

All information, materials, data, text, images, video, audio, software, files, and other content made available through the Services, whether by the Company, its licensors, or Users.

2.12 User Content

All Content that is uploaded, transmitted, submitted, generated, or otherwise made available by or on behalf of a User through the Services.

2.13 Intellectual Property

All patents, copyrights, trademarks, service marks, trade names, trade dress, trade secrets, moral rights, know-how, database rights, and all other proprietary rights recognized under any Applicable Law.

2.14 Confidential Information

Any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

2.15 Third Party

Any person or entity other than you, the Company, or the Company’s directly authorized personnel.

2.16 Affiliate

Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

2.17 Fees

All amounts payable to the Company for the Services, including subscription fees, usage-based charges, professional services fees, applicable taxes, and any other amounts specified in an order form or invoice.

2.18 Billing Cycle

The recurring period for which Fees are assessed, as described at the time of purchase.

2.19 Force Majeure

Any event or circumstance beyond the reasonable control of the affected party, as further described in Section 22.

2.20 Applicable Law

All statutes, regulations, rules, orders, decisions, decrees, and binding guidance issued by any competent governmental or regulatory authority applicable to a party or to the subject matter of this Agreement.

2.21 Authorized User

An individual (such as an employee, contractor, or agent of a Customer) who has been granted permission by the Customer to access and use the Services under the Customer’s Account.

Access to and use of the Services is limited to persons and entities that satisfy the eligibility requirements set forth in this Section and any additional eligibility criteria that may be specified in connection with a particular feature, promotion, or offering.

3.1 Minimum Age and Legal Capacity

You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction if greater, and possess the legal capacity to enter into a binding contract, in order to register for an Account and use the Services. The Services are intended for a business audience and are not directed to children.

3.2 Authority to Bind an Organization

If you access the Services on behalf of an organization, you represent and warrant that you are duly authorized to accept this Agreement on behalf of that organization and to bind that organization to the terms hereof.

3.3 Compliance and Prohibited Jurisdictions

You are responsible for ensuring that your access to and use of the Services complies with all Applicable Laws in your jurisdiction. The Services may not be available, or may be restricted, in certain jurisdictions, including those subject to comprehensive trade sanctions or embargoes. By using the Services, you represent that you are not located in, under the control of, or a national or resident of any such prohibited jurisdiction.

4.1 Creating an Account

In order to access certain features of the Services, you may be required to register for an Account and provide certain information about yourself or your organization. You agree to provide accurate, current, and complete information during the registration process and to promptly update such information to keep it accurate and complete.

4.2 Identity Verification

The Company may, at its discretion or as required by Applicable Law, request additional information or documentation to verify your identity, your authority to represent an organization, or your eligibility to use particular features of the Services. Failure to provide such information may result in the suspension or termination of your Account.

4.3 Account Security, Passwords, and Multi-Factor Authentication

You are solely responsible for maintaining the confidentiality of the credentials associated with your Account, including passwords, tokens, recovery codes, and multi-factor authentication devices. You agree to use strong, unique passwords and to enable multi-factor authentication where offered.

4.4 Unauthorized Access, Suspension, and Termination

You must promptly notify the Company of any actual or suspected unauthorized access to or use of your Account. The Company may suspend, restrict, or terminate access to any Account that it reasonably believes has been compromised, is being used in violation of this Agreement, or presents a risk to the Company, other Users, or the Platform.

4.5 Account Ownership, Recovery, and Transfer Restrictions

Accounts registered under the name of an organization are owned by that organization, and Authorized Users acting on its behalf do not have personal rights to such Accounts. You may not sell, transfer, assign, sublicense, or otherwise convey your Account or any rights therein to any Third Party without the Company’s prior written consent.

You are responsible for your use of the Services and for the acts and omissions of any Authorized Users acting on your behalf. Your responsibilities include, without limitation, the following.

5.1 Compliance with Laws

You shall comply with all Applicable Laws in connection with your use of the Services, including laws relating to data protection, intellectual property, export control, consumer protection, anti-corruption, and electronic communications.

5.2 Accuracy of Information

You shall provide accurate, current, and complete information in connection with your Account, transactions, and interactions with the Company, and shall promptly update such information as necessary.

5.3 Security of Credentials and Reporting Obligations

You shall maintain the confidentiality and security of your credentials, shall not share your credentials with any Third Party, and shall promptly notify the Company of any actual or suspected security incident involving your Account.

5.4 Community Standards and Respect for Rights

You shall use the Services in a manner consistent with the Company’s community standards, shall respect the intellectual property rights of the Company and Third Parties, and shall not engage in any conduct that would violate the rights of other Users or the public.

You agree that you will not, and will not permit any Authorized User or Third Party to, engage in any of the following prohibited activities in connection with the Services. This list is illustrative and not exhaustive; the Company reserves the right to determine, in its sole discretion, whether any conduct violates this Acceptable Use Policy.

6.1 Prohibited Conduct

Prohibited activities include, without limitation: (a) engaging in any illegal, fraudulent, or deceptive activity; (b) transmitting unsolicited commercial communications, spam, or bulk communications in violation of Applicable Law; (c) uploading, transmitting, or distributing malware, viruses, worms, Trojan horses, or other malicious code; (d) reverse engineering, decompiling, or disassembling any portion of the Software, except to the limited extent expressly permitted by Applicable Law; (e) attempting to gain unauthorized access to any portion of the Services, other Accounts, or the Company’s systems; (f) interfering with or disrupting the integrity or performance of the Services or the data contained therein; (g) harassing, threatening, defaming, or otherwise infringing the rights of any person; (h) infringing any copyright, trademark, patent, trade secret, or other proprietary right; (i) submitting false, misleading, or fraudulent information; (j) engaging in automated scraping, crawling, or data mining except through published interfaces and in accordance with applicable documentation; (k) sharing Accounts with unauthorized individuals or otherwise circumventing user-based limitations; (l) circumventing or attempting to circumvent any security, authentication, or rate-limiting measure; (m) abusing the Company’s APIs or exceeding published usage limits; (n) generating excessive load or otherwise consuming disproportionate resources; or (o) attempting to discover, exploit, or disclose any vulnerability without following the Company’s responsible disclosure procedures.

6.2 Enforcement

The Company reserves the right to investigate suspected violations of this Acceptable Use Policy and to take any action it deems appropriate, including issuing warnings, removing offending Content, suspending or terminating Accounts, cooperating with law enforcement, and pursuing civil or criminal remedies. The Company’s failure to enforce any provision of this Policy in a particular instance shall not constitute a waiver of its right to enforce the provision on any other occasion.

7.1 Plans, Renewals, and Modifications

Subscriptions to the Services may be offered on a monthly, annual, or other periodic basis, and are subject to the pricing, features, and limits described at the time of purchase. Unless otherwise specified, Subscriptions automatically renew for successive Billing Cycles of the same duration until cancelled in accordance with this Agreement. Upgrades take effect immediately (subject to prorated Fees), and downgrades take effect at the start of the next Billing Cycle unless otherwise stated.

7.2 Free Trials and Promotional Pricing

The Company may from time to time offer free trials or promotional pricing for certain Subscriptions. Such offers are subject to any additional terms disclosed at the time of the offer and may be modified, restricted, or discontinued at any time. Unless otherwise indicated, at the end of a free trial the Subscription will convert to a paid Subscription at the then-current standard rate.

7.3 Plan Limitations and Cancellation Timing

Each Subscription is subject to the usage limits, seat counts, and feature scope described at the time of purchase. Cancellations take effect at the end of the current Billing Cycle, and, except as expressly stated in Section 9, no refunds are issued for the unused portion of a Billing Cycle.

By purchasing a Subscription or otherwise incurring Fees, you agree to pay all applicable Fees in accordance with this Agreement, the relevant order form, and any invoices issued by the Company.

8.1 Invoicing, Payment Methods, and Authorization

Fees are payable in the currency specified at the time of purchase and by the payment methods accepted by the Company. By providing a payment method, you authorize the Company (and its payment processors) to charge that payment method for all Fees incurred, including recurring Subscription Fees, on the applicable dates.

8.2 Taxes, Late Payments, and Failed Payments

Fees are exclusive of any applicable taxes, duties, levies, or similar governmental assessments, all of which are your responsibility. Late payments may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, and the Company may suspend or terminate the Services and refer delinquent amounts to collections. If a payment fails, you authorize the Company to reattempt the charge.

8.3 Chargebacks, Collections, and Refund Eligibility

You agree to contact the Company before initiating a chargeback, and you agree to reimburse the Company for any chargeback that is not the result of the Company’s error. Refund eligibility is governed by Section 9.

8.4 Pricing Changes

The Company may modify the Fees for the Services at any time. Pricing changes will apply as of the next renewal Billing Cycle following notice provided in accordance with this Agreement.

Except as expressly required by Applicable Law or as expressly set forth in an applicable order form, all Fees are non-refundable, and no refunds or credits will be issued for partial Billing Cycles, unused features, or downgraded Subscriptions.

Where the Company, in its sole discretion, elects to issue a refund, the refund will generally be processed to the original payment method within a reasonable period and shall constitute the User’s sole and exclusive remedy in respect of the amounts refunded. Chargebacks initiated in the absence of a good-faith dispute may result in suspension or termination of the Account.

The Services, the Software, the Platform, the Website, and all associated Content, including all designs, logos, graphics, text, images, video, audio, code, APIs, documentation, features, workflows, know-how, trade secrets, patents, patent applications, copyrights, trademarks, service marks, and other Intellectual Property, are and shall remain the sole and exclusive property of the Company and its licensors.

Subject to your compliance with this Agreement and payment of all applicable Fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your Subscription. All rights not expressly granted are reserved. You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Services, in whole or in part.

11.1 Ownership and License

You retain all right, title, and interest in and to your User Content, subject to the limited license granted to the Company below. By submitting User Content to the Services, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (for technical purposes such as formatting or transmission), create derivative works of (to the extent necessary to provide the Services), display, and transmit such User Content solely as necessary to operate and provide the Services in accordance with this Agreement.

11.2 Storage, Backups, and Retention

The Company will maintain reasonable technical measures to store User Content in accordance with the applicable Subscription and its documented backup practices. You remain responsible for maintaining independent backups of any User Content that is critical to your business.

11.3 Monitoring, Moderation, and Removal

The Company does not routinely pre-screen User Content but reserves the right, but not the obligation, to monitor, review, and remove User Content that it reasonably believes violates this Agreement, Applicable Law, or the rights of any Third Party.

11.4 Responsibility

You are solely responsible for your User Content and for the consequences of submitting it, including ensuring that you have all necessary rights, consents, and authorizations to make such User Content available through the Services.

The Services may interoperate with, link to, or otherwise rely upon Third-Party services, including payment processors, cloud infrastructure providers, email and SMS providers, mapping providers, identity and authentication providers, analytics providers, advertising services, and public APIs.

Such Third-Party services are provided and controlled by the respective Third Parties, not by the Company, and are subject to their own terms and privacy practices. The Company does not endorse, warrant, or assume responsibility for any Third-Party services and shall not be liable for their acts, omissions, availability, security, or performance. Your use of any Third-Party service is at your own risk and subject to your acceptance of the applicable Third-Party terms.

The Company will use commercially reasonable efforts to make the Services available in accordance with the applicable Subscription. However, the Company does not warrant that the Services will be uninterrupted, error-free, secure, or available at any particular time or location.

The Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, updates, upgrades, capacity constraints, network or infrastructure failures, force majeure events, or other causes beyond the Company’s reasonable control. Beta, preview, alpha, and early-access features are provided on an experimental basis and may be modified, suspended, or discontinued at any time without notice, and without liability to any User.

The Company may from time to time release updates, upgrades, patches, bug fixes, and new versions of the Software (collectively, “Updates”). Updates may be delivered automatically or made available for installation and may modify, add, or remove features. You consent to the automatic delivery and installation of such Updates, including security patches, to the extent applicable to the Services you use.

The Company may discontinue support for older versions of the Software and reserves the right to require Users to upgrade to a supported version in order to continue using the Services. Continued use of an unsupported version is at your own risk.

The Company maintains a comprehensive information security program designed to protect the confidentiality, integrity, and availability of Customer data, including administrative, technical, and physical safeguards proportionate to the nature of the data processed. Such safeguards include, without limitation, encryption of data in transit and, where applicable, at rest; role-based access controls; network segmentation; centralized logging and monitoring; vulnerability management; documented incident response procedures; and backup and disaster recovery capabilities.

Notwithstanding the foregoing, no method of transmission over the Internet and no method of electronic storage is completely secure, and the Company cannot and does not guarantee absolute security. You are responsible for configuring your Account in a secure manner and for the security of any systems used to access the Services.

Your use of the Services is subject to the Company’s Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy describes how the Company collects, uses, discloses, retains, and safeguards personal information in connection with the Services. In the event of a conflict between this Agreement and the Privacy Policy with respect to the processing of personal information, the Privacy Policy shall control.

Each party (the “Receiving Party”) may have access to Confidential Information of the other party (the “Disclosing Party”). The Receiving Party shall (a) use the Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care; and (c) not disclose the Confidential Information to any Third Party except to its personnel, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations of confidentiality shall not apply to information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully received from a Third Party without duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose Confidential Information as required by Applicable Law or by valid legal process, provided that, to the extent legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation. The obligations set forth in this Section shall survive termination of this Agreement.

The Services, the Software, the Platform, the Website, and any related Content are provided “as is” and “as available,” with all faults and without warranty of any kind. To the maximum extent permitted by Applicable Law, the Company, on behalf of itself and its Affiliates, licensors, and suppliers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising out of course of dealing or usage of trade.

Without limiting the generality of the foregoing, the Company makes no warranty that the Services will meet your requirements, that the operation of the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or the servers that make them available are free of viruses or other harmful components. Any material downloaded or otherwise obtained through the use of the Services is accessed at your own discretion and risk.

To the maximum extent permitted by Applicable Law, in no event shall the Company, its Affiliates, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including, without limitation, damages for loss of profits, revenue, business, goodwill, use, data, or other intangible losses, arising out of or in connection with this Agreement or the Services, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and whether or not the Company has been advised of the possibility of such damages.

To the maximum extent permitted by Applicable Law, the aggregate liability of the Company and its Affiliates arising out of or in connection with this Agreement or the Services shall not exceed the greater of (a) the total Fees paid by you to the Company for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, the Company’s liability shall be limited to the maximum extent permitted by Applicable Law.

You agree to defend, indemnify, and hold harmless the Company and its Affiliates, officers, directors, employees, agents, licensors, vendors, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your access to or use of the Services; (b) your User Content; (c) your violation of this Agreement, any Applicable Law, or the rights of any Third Party; or (d) any activity conducted through your Account.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with the Company in asserting any available defenses. You shall not settle any claim without the Company’s prior written consent.

21.1 Termination by User

You may terminate this Agreement at any time by cancelling your Subscription and discontinuing all use of the Services. Termination does not entitle you to a refund of Fees paid, except as expressly provided in this Agreement.

21.2 Termination or Suspension by Company

The Company may, in its sole discretion, suspend or terminate your access to any or all of the Services, with or without notice, if the Company reasonably believes that (a) you have violated this Agreement or any Applicable Law; (b) your use of the Services poses a security or legal risk to the Company, other Users, or Third Parties; (c) your Account has become inactive; or (d) continued provision of the Services is no longer commercially reasonable.

21.3 Effect of Termination

Upon termination, all rights and licenses granted to you under this Agreement shall immediately cease, and you shall promptly discontinue all use of the Services. The Company may delete your Account and User Content in accordance with its standard retention practices. All Fees accrued prior to termination shall remain payable. Sections that by their nature should survive termination, including Sections 2, 8, 9, 10, 15, 17, 18, 19, 20, 24, 25, 32, 33, 34, and this Section 21, shall survive.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by an event beyond the reasonable control of the affected party, including, without limitation, acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, wars, terrorism, civil unrest, governmental actions, embargoes, labor disputes, strikes, shortages of materials or transportation, Internet or telecommunications outages, power failures, cyberattacks, denial-of-service attacks, or failures of Third-Party service providers (each, a “Force Majeure Event”).

The affected party shall use commercially reasonable efforts to mitigate the effect of the Force Majeure Event and shall promptly resume performance once the Force Majeure Event has ceased.

The Services, including any Software provided in connection therewith, may be subject to export control and economic sanctions laws and regulations, including those of the United States and other jurisdictions. You agree to comply with all such laws and regulations, and you represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions, and that you are not identified on any restricted party list maintained by any competent governmental authority.

This Agreement, and any dispute arising out of or relating to this Agreement or the Services, shall be governed by and construed in accordance with the laws of the [State/Province] of [State/Province Name], [Country], without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Subject to Section 25, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [County, State/Province], [Country], for any action or proceeding not subject to arbitration.

25.1 Informal Resolution

Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail.

25.2 Mediation and Binding Arbitration

If the dispute is not resolved within thirty (30) days after the notice, the parties agree to submit the dispute first to non-binding mediation and, if mediation fails, to binding arbitration administered by a recognized arbitration body in [Seat of Arbitration], in accordance with its then-current rules. The arbitration shall be conducted in the English language by a single arbitrator, and the award shall be final and binding on the parties.

25.3 Class Action Waiver and Small Claims

To the maximum extent permitted by Applicable Law, the parties agree that any dispute shall be resolved on an individual basis, and each party waives any right to participate in a class action, collective action, or representative proceeding. This Section does not preclude either party from seeking relief in a small claims court of competent jurisdiction for disputes within its jurisdictional limits.

25.4 Time Limitation

Any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action arises, or such longer period as required by Applicable Law, or be forever barred.

By using the Services, you consent to receive communications from the Company in electronic form, including via email, in-app notifications, and postings on the Website. You agree that all notices, disclosures, agreements, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing, and you further agree that electronic signatures, click-to-accept mechanisms, and similar means shall have the same legal effect as handwritten signatures.

The Company reserves the right, at any time and from time to time, to modify, suspend, replace, add, remove, or discontinue, temporarily or permanently, all or any portion of the Services (including features, functionality, integrations, and pricing) with or without notice. The Company shall not be liable to you or any Third Party for any modification, suspension, or discontinuation of the Services, except as expressly required by Applicable Law.

The Company may revise this Agreement from time to time. Revisions will be effective as of the date indicated at the top of the Agreement, and the Company will provide notice of material changes through the Services or by other reasonable means. Your continued access to or use of the Services following the effective date of a revised Agreement constitutes your acceptance of the revised Agreement. If you do not agree to the revised Agreement, you must discontinue use of the Services.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, or, if it cannot be so modified, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

The failure of the Company to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by an authorized representative of the Company.

You may not assign, delegate, or otherwise transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of the Company, and any purported assignment in violation of this Section shall be null and void. The Company may freely assign this Agreement, in whole or in part, to any Affiliate or in connection with any merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on the other’s behalf.

Any provision of this Agreement that by its nature should survive termination shall survive termination, including, without limitation, provisions relating to definitions, ownership, payment obligations accrued prior to termination, confidentiality, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

This Agreement, together with the Privacy Policy, any applicable order form, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, communications, proposals, and representations, whether oral or written. In the event of a conflict between this Agreement and any negotiated written agreement executed between the Company and a Customer, the negotiated agreement shall control with respect to the subject matter it addresses.

If you have any questions, concerns, or notices regarding this Agreement or the Services, please contact the Company using the information below. Legal notices should be directed to the attention of the Legal Department.