TERMS AND CONDITIONS OF SERVICE AGREEMENT
This Agreement was last updated on December 1, 2017.
This Terms and Conditions of Service Agreement (the “Agreement”) is entered into by and between GoWall, Inc., its affiliates, officers, directors, employees, agents, suppliers and licensors (“GoWall”) and the entity agreeing to these terms (“Customer”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. “We,” “us” or “our” means GoWall. “You” or “your” means the company or other legal entity for which you are accepting this Agreement, including you yourself. By registering for or using our Services online, or by submitting or signing an order for services, you agree to this Agreement as a Customer.
- Scope of Agreement and Services. This Agreement governs your access to and use of our Services. Unless otherwise agreed, “Services” means any and all GoWall services that you access, use, purchase or subscribe to, whether made available to you on a free or paid basis. Services may collectively and individually include, without limitation, associated offline or mobile components, software-as-a-service platforms, products, features, applications, websites and the Software (see below). You may use the Services only as permitted in this Agreement. You are granted a limited right to use the Services for your internal business purposes or personal use only. You will not resell, distribute or otherwise directly commercialize your use of the Services unless otherwise agreed to in writing by us. Our Services and Software are provided via equipment and resources located in the United States and other locations throughout the world and you consent to having personal data processed by us in the United States and other locations throughout the world.
- Orders. You may order Services using our then-current ordering processes (“Orders”). Unless otherwise specifically stated in an Order, all Orders are effective on the earlier of (i) the date you accept or submit your Order, (ii) the date you convert from a free or trial service, or (iii) the date you sign the Order (“Effective Date”). Acceptance of your Order may be subject to our verification and credit approval process.
- Plans and Subscription. Service Plans may be purchased as subscriptions or as otherwise offered from time to time at our discretion. Unless otherwise agreed, subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date as the underlying subscriptions.
- For some Services, you may be able to purchase blocks of single use attendance passes (“Passes”). Passes are not date or time specific. Passes may exclude certain services, features or activities separately priced. All Pass purchases are final. Passes are valid for one-time use within a period of one year beginning the day they are purchased. Unless otherwise provided by law or by a particular Order, Passes expire one year from the date of purchase. Passes are nontransferable and non-refundable. Passes may not be resold. Changes to Online Terms and Order of Precedence. Unless otherwise provided in your Order, we may amend these terms from time to time with respect to End-Users (see below) who register using our then-current ordering processes, in which case, the new End-User terms will supersede prior versions. We will date and post the most current version of these terms through our Services. Any changes will be effective upon posting the revised version of these terms (or such later effective date as may be indicated at the top of the revised terms). If in our sole discretion we deem a revision to these terms to be material, we will reasonably notify you not less than ten (10) days prior to the effective date of any such amendment. Your continued use of the Services as an End-User following the effective date of any such amendment may be relied on by us as your consent to any such amendment. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Order, (2) the current posted version of this Agreement, and (3) other policies, guidelines and instructions made available to you within the Services.
- Payment Terms. Fees for the Services are described in each Order. You agree to pay all applicable, undisputed fees for the Services as ordered or incurred. You agree that we may charge your payment method designated in your Order or bill you for all amounts due and owing for your use of the Services. We may suspend Services for non-payment of undisputed fees.
- Disputed Fees and Delinquent Accounts. You must notify us of any fee dispute within 15 days of the billing or charge, and once resolved, you agree to pay those fees within 15 days. We may also suspend or terminate your Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts.
- Beta Services. We may offer you the opportunity to use and evaluate features or other services that we are still testing and evaluating (“Beta Services”) to get your evaluation and feedback (“Feedback”). These Beta Services will be identified as alpha, beta, early access, evaluation or preview (or similar words or phrases). Beta Services may contain bugs, errors and other problems and you accept the Beta Services “AS-IS.” We give you no warranty of any kind and are not responsible for any sort of problems or issues related to your use of any Beta Services. You may be required to provide Feedback to use Beta Services. We make no representations, promises or guarantees that the Beta Services will ever be generally released. We may suspend or terminate access to the Beta Services without any liability to you. You grant to us a worldwide, non-exclusive, perpetual, irrevocable license to use or transfer any Feedback you give us for any purpose and we can also create and distribute any product or service that incorporates your Feedback without paying you any royalties.
- Changes to Services. We may update the Services from time to time. If we change our Services in a manner that materially reduces their core functionality, we will inform you via the contact information associated with your Order or otherwise through the Services.
- Your Account. Your “Account” individually and collectively means any accounts, subscriptions or instances created by or on behalf of the Customer. “End-User” means an individual, including your yourself, who is authorized by you to use our Services, for whom you have purchased a subscription, Passes(or in the case of any Services provided by us without charge, for whom Services have been provisioned), and to whom you (or, when applicable, us at your request) have supplied Credentials. End-Users may include, for example, you yourself, your employees, consultants, contractors and agents, visitors, meeting attendees, and other third parties with which you interact using our Services.
- Your Responsibilities. You will (i) be responsible for all your End-User activity under your Account and each End-User’s compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of all Customer Data (see below) and the means by which you acquired or generated such information, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Company Data, and notify us promptly of any such unauthorized access or use, (iv) use the Services and Customer Data only in accordance with this Agreement and applicable law.
- Customer Access. If a third party such as an employer, organization or school or Customer gave you your Account or purchased your subscription, that party has rights to your Account and may: manage your account, reset your password, or suspend or cancel your account; view your account’s usage and profile data, including how and when your Account is used; and read, collect and store Content in or accessible to your Account. Customer may have the ability to access, monitor, use, or disclose Account Data and Content available to End-Users within the End-User accounts. Customer must obtain and maintain all required consents from End-Users to allow: (i) Customer’s access, monitoring, use and disclosure of this data and for GoWall to provide Customer with the ability to do so and (ii) for GoWall to provide the Services.
- Employer or Organization Emails and Domains. If you are an existing individual registered End-User of the Services, and the domain of the primary email address associated with your Account is owned by an organization and was assigned to you as an employee, contractor or other member of such organization, and that organization wishes to establishes a commercial relationship with us and add your Account to such relationship, then, if you do not change the email address associated with your Account, your Account may become subject to the commercial relationship between GoWall and such organization and controlled by such organization. If you initially sign up for an End-User Account with an email address provisioned with GoWall by your employer or other organization (a “Provisioned Email Account”), that organization may be able to block your use of GoWall until you transition to another Customer Account or you associate your End-User account with a personal email address. If you are registered with a Provisioned Email Account, you must use it in compliance with that provisioning organization’s terms and policies. Please note that Provisioned Email Accounts are subject to the provisioning organization’s control. Organization administrators may be able to access, disclose, restrict, or remove information in or from your Provisioned Email Account and may also be able to restrict or terminate your access to your provisioned Account. If you convert an existing Account into a Provisioned Email Account, your organization’s administrators may prevent you from later disassociating from that organization’s Account.
- You agree and acknowledge that you and each of your End-Users will be identified by a unique username and related access credentials (“Credentials”), which may only be used by one (1) individual person. Credentials may not be shared or transferred between individuals under your Account. You and your End-Users are responsible for maintaining the confidentiality of their assigned Credentials. You may need to provide to us and update user information as needed in order for End-Users to register for and/or use certain Services under your Account and you warrant that the information you provide is accurate and up to date and that you will update the information in a timely manner.
- Customer Data, Account Data and Content. “Customer Data” includes Account Data and Content. “Account Data” means electronic data and information submitted by or for Customer to the Services like registration, profile and contact information submitted to the Services by Customer or End-Users under and associated with your Account, excluding Content. “Content” means all visual, written or audible communications, files, data documents, videos, recordings, structured data, or any other material or information displayed, presented, posted, uploaded, stored, exchanged, transmitted or submitted on or through use of the Services, or otherwise made accessible using any software, application, website or online space related to the Services (a “Site”) by any Customer or End-Users, excluding Account Data. You are responsible for your Customer Data and your End-User’s use of the Services under your Account. We are not liable to you or your End-Users for any loss or damages arising from any Content. We do not endorse and have no control over what End-Users submit through the Services. We cannot guarantee the accuracy of any Content provided by you or by other End-Users.
- Customer License to End-User Content. Customers are solely responsible for obtaining any consent, license, ownership or other similar rights from or between you and your End-Users and any third-parties necessary or required to use our Services and for us to provide Services to you, including all intellectual property rights or other proprietary rights in the Content. You grant us a world-wide, royalty-free, sublicensable license to use, host, store, reproduce, modify, create derivative works from, process, aggregate, communicate, publish, publicly perform, publicly display, share, distribute and transfer your Customer Data for the limited purpose of operating, maintaining, providing and improving our Services, and to develop new ones. Make sure you have the necessary rights to grant us this license for any Content that you or your End-Users submit to our Services.
- Contributing Your Content. By posting or contributing Content using our Services, you are granting GoWall a non-exclusive, royalty-free, perpetual, and worldwide license to use your Content in connection with the operation of the Services, including, without limitation, the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your content, and/or to incorporate it into a collective work.
- Acceptable Use. You must follow any policies, guidelines and instructions made available to you within the Services (collectively “Policies”). Do not misuse our Services. Do not interfere with our Services or try to access them using any unauthorized method. You may use our Services only as permitted by law, including applicable export and control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or our Policies or if we are investigating suspected misconduct. We may investigate any complaints and violations or suspected violations of this Agreement regarding the Content or violations of our Policies that come to our attention. If we reasonably determine there is a breach of this Agreement regarding the Content or a violation of our Policies, we may take action without liability to remedy the violation (e.g. refuse to post or remove violating Content, or restricting, suspending, or terminating your or your End-User’s access to a Site, Software (see below) or Services).
- Suspension and Termination of End-Users. End-Users can stop using our Services at any time and GoWall may also stop providing Services to End-Users, or add or create new limits to our Services at any time. We reserve the right, to temporarily suspend or terminate End-User access to the Services at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. If, in our determination, the suspension might be indefinite and we elected to terminate End-User access to our Services, we will use commercially reasonable efforts to notify the effected Customer and End-User through the Services and/or by email. You acknowledge that if your End-User access to the Services is suspended or terminated, you may no longer have access to the Content that is stored with the Services. Upon termination, for reasons other than cause, End-Users may request access to their own Content within with thirty (30) days following notice of termination. Otherwise, any Content you have stored with the Services may not be retrievable, and we will have no obligation to maintain any data stored in your Account. In addition to other termination provisions, if your ccount it not currently subject to a paid subscription plan with us, we at our discretion may terminate your End-User Account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a registered End-User; or (b) you do not engage in any activity in your account for any period of one hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored will be lost.
- Software and Services License and Restrictions. To use some Services, you may need to download and install software or other applications (“Software”), which may update automatically. Customer may use the Software only to access the Services. If any Software or component of the Software is offered under a separate or distinct license, we will make the license available to Customer and the provisions of that license may expressly override some of the terms of this Agreement. Otherwise, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Software to the extent reasonably required to use the Services and only for the duration that you are entitled to use the Services.
- Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where we store and process our own information of a similar type. We have implemented at least industry standard systems, procedures and other measures to transfer, store, and process Customer Data. These protective measures are deigned to guard against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized or unlawful access to or use of Customer Data. As part of providing the Services, GoWall may transfer, store and process Customer Data in the United States or any other country in which we or our agents maintain facilities. By using the Services, Customer and End-Users consent to this transfer, processing and storage of Customer Data in the United States and elsewhere. For Customers or End-Users located in the European Union, if you want to enter into EU Standard Contractual Clauses (also referred to as “Model Clauses” or “Model Contracts”) with us as it relates to our processing of your information, you may request a Data Processing Addendum (“DPA”) by submitting a request to firstname.lastname@example.org, and we will provide you with a DPA for execution.
- Compliance with Laws. Both of us shall comply in all respects with all applicable legal requirements governing our duties, obligations, and business practices related to this Agreement and necessary for its operations. Neither party shall take any action in violation of any applicable legal requirement that could result in liability being imposed on the other party. Customer will obtain from End-Users any consents necessary to allow you and your End-Users to engage in the activities described in this Agreement and to allow us to provide the Services.
- Term and Termination of Orders. Your initial term commitment (“Initial Term”) starts on and lasts for the time period stated in the invoice. Unless the invoice states otherwise, the Initial Term will thereafter automatically renew for the same length of time. If no term is specified, your Initial Term will be 12 months from the Effective Date and will automatically renew for additional 12 month period, unless either party provides notice of non-renewal 30 days before the then current term. If fees will change for any renewal term, we will notify you reasonably in advance and in time for you to accept or reject renewing the Services. Either party may terminate an Order Form or automatic renewal by providing the other party written notice of termination at least 30 days before the end of the Term. The termination will be effective on the last day of the Term in effect and you will pay for the Services until the end of the current Term, regardless of when you provided notice.
- Term and Termination of Agreement. This Agreement starts on the Effective Date of your first Order. Either party may terminate this Agreement upon 30 days prior written notice to the other party, with or without cause, effective when all of your Orders expire or are terminated. Each party may terminate this Agreement and any impacted Orders by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach. If a Customer on an annual or longer Order terminates prior to the conclusion of the Term for anything other than material breach, Customer remains responsible for paying the unpaid amount of Customer’s annual commitment.
- Events Upon Termination. If this Agreement terminates, (i) the rights granted hereunder and your user of the Services will cease as of the effective date of termination; (ii) we will provide Customer access to, and the ability to export, Customer Data in a manner consistent with the functionality of the Services for a commercially reasonable period of time at our then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, we will delete Customer Data by removing pointers to it on our active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party. All provisions of this Agreement that logically ought to survive termination shall survive. Unless otherwise prohibited, upon request by you made within 30 days after the effective date of termination or expiration of this Agreement, we will make your Content available to you for export or download as provided in the Documentation. After such 30-day period, we will have no obligation to maintain or provide any your Customer Data, and as provided in our Policies will thereafter may delete or destroy all copies of Customer Data in our systems or otherwise in our possession or control, unless legally prohibited.
- Confidential Information. Each of us will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each of us may only use the other’s Confidential Information to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees and agents with respect to Confidential Information. “Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer’s Confidential Information. Confidential Information does not include information that: (i) the recipient already knew or independently developed; (ii) was rightfully received form another party; or (iii) is publically known or available through no fault of the recipient. Each party may disclose Confidential Information when required by law, provided the disclosing party, if legally permissible, uses commercially reasonable efforts to notify the other party, gives the other party a reasonable chance to challenge the disclosure, and takes reasonable steps to protect the Confidential Information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.
- Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content, services or any of the other’s intellectual property. As between GoWall and Customer, Customer owns all Intellectual Property Rights in Customer Data, and GoWall owns all Intellectual Property Rights in the Services. You grant us a worldwide, limited-term license to use, host, store, reproduce, modify, create derivative works from, process, aggregate, communicate, publish, publicly perform, publicly display, share, distribute and transfer your Customer Data created by or for you using our Services or for use by you with the Services, as reasonably necessary for us to provide the Services to you in accordance with this Agreement. We may display trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively “Brand Features”) of each party, as authorized from time to time. Neither party may display or use the other party’s Brand Features beyond what is necessary to exercise rights and fulfill its obligations under this Agreement without the other party’s prior written consent. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement by written notice to the other party.
- Warranty, Disclaimer and Limitation of Liability.
- To the extent allowed by applicable law, you agree to use the Services at your own risk. You agree that we will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Services. WE DO NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES AND ANY RELATED SOFTWARE AND/OR SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY.
- TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE (i) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES OR THE SITES, OR THAT THE SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
- YOU AGREE THAT GOWALL (WHICH HEREINAFTER INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR INTERRUPTION TO BUSINESS OR WASTED ADMINISTRATIVE TIME. THESE EXCLUSIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, OR WHETHER RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, OR OTHERWISE. THESE EXCLUSIONS APPLY EVEN IF GOWALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY LAW, THE MAXIMUM LIABILITY OF GOWALL TO YOU SHALL NOT EXCEED GREATER OF: (I) THE FEES PAID BY YOU TO GOWALL DURING THE TWELVE (12) MONTHS BEFORE THE LAST EVENT THAT GAVE RISE TO YOUR CLAIM OR (II) US $500.00. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE CLAIMS ARE CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THIS LIMITATION OF LIABILITY FOR SERVICES IS IN THE AGGREGATE AND NOT PER INCIDENT.
- THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
- GoWall will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that GoWall’s technology used to provide the Services, not including any End-User Content, infringes or misappropriates any patent, copyright, trade secret or trademark (collectively “Intellectual Property Rights”) of such third party. If we reasonably believe the Services, not including any End-User Content, infringe on a third party’s Intellectual Property Rights, we will, at our sole discretion and expense, obtain the right for Customer to continue using the Services, provide a non-infringing functionally equivalent replacement, or modify the Services so that they no longer infringe. If we do not believe the above options are commercially reasonable, we may suspend or terminate your use of the impacted Services and provide a pro-rata refund of any paid, but unearned, fees for such Services. Notwithstanding the foregoing, in no event shall we have any indemnification obligations or liability arising from use of any Services in a modified form or in combination with materials not furnished by us, or from any Content, information or data provided by Customer, End-Users or other third parties. Customer will indemnify, defend, and hold GoWall harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) regarding Customer Data or (ii) arising from Customer’s use of the Services. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense.
- Copyright Policy. GoWall has adopted the following policy toward copyright infringement with respect to our Services in accordance with the Digital Millennium Copyright Act (the “DMCA”). It is our policy to terminate membership privileges of any Customer or End-User who repeatedly infringes copyright upon prompt notification to us by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied in violation of DMCA and used with GoWall Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- An identification of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on GoWall;
- Your address, telephone number, and e-mail address;
- A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you feel that content has been taken down inappropriately, please contact our Copyright Agent who will provide information on the requirements and procedure for filing a counter-notification with us.
Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
Attn: Copyright Agent
555 Bryant Street, Suite 818, Palo Alto CA 94301
- General Provisions.
- Failure to enforce any provision of this Agreement will not constitute a waiver.
- Force Majeure. Except for payment obligations, neither party will be responsible for inadequate performance due to causes beyond its reasonable control.
- No Agency. The parties are independent contractors and this Agreement does not create an agency, partnership, joint venture, fiduciary or employment relationship among the parties.
- Neither party may assign or transfer any part of this Agreement without the written consent of the other party, not to be unreasonably withheld or delayed, provided the assignee agrees in writing to be bound by the terms of this Agreement and the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
- Order of Precedence, Integration and Entire Agreement. If any provision of this Agreement and any Order conflict, the terms of the Order shall control. This Agreement (including any documents or material incorporated into or incorporating the Agreement) is the entire agreement between the parties with respect to the Services and supersedes any prior or contemporaneous agreements on that subject, and trumps any conflicting or additional terms. Neither party shall be bound by any additional or different terms from those in this Agreement that might appear in any acknowledgements, purchase orders, quotations, proposals, or in any other communications between us, unless those terms are expressly agreed to by a written signed amendment to this Agreement.
- If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect and, to the extent permitted and possible, the invalid or unenforceable provision shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or to carry out the intent and accomplish the purposes of this Agreement.
- Governing Law. This Agreement is governed by California law, without reference to any conflicts of law provisions. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN AND FOR SANTA CLARA COUNTY, CALIFORNIA.
- Counterparts, Electronic Signatures and Notices. This Agreement, including individual Orders and other ancillary documents may be executed by electronic means or otherwise in one or more counterparts, and counterparts may be exchanged by electronic transmission (including by email), each of which will be deemed an original, but all of which together constitute one and the same instrument. Any notice to be provided under this Agreement may be delivered by electronic mail to the address provided on any related Order or as otherwise reasonably designated by the recipient. Notices shall be deemed to have been given immediately upon confirmed delivery by electronic mail, or if otherwise delivered, upon receipt.