Terms of Service
Posted: September 5, 2022
These Terms of Service constitute an agreement (this “Agreement”) by and between Objects and Order LLC, a California limited liability company (“Objects and Order,””we,” “us,” “our”) and the individual or the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“User,” “you”). This Agreement is effective as of the date User clicks “Accept and Sign Up” (the “Effective Date”). User’s use of and our provision of our services (the “Services”), as defined below in Section 1.9, are governed by this Agreement.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON ACCEPTING AND AGREEING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON BEHALF OF A CORPORATION, LLC, PARTNERSHIP, SOLE PROPRIETORSHIP, OR OTHER BUSINESS ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND USER TO THESE TERMS AND CONDITIONS.
The following capitalized terms will have the following meanings whenever used in this Agreement.
1.1. “Account” means User’s Objects and Order Account on our Website.
1.2. “AUP” means our Acceptable Use Policy currently posted at objectsandorder.com/policies/acceptable-use.
1.3. “Authorized User” means User that is a Member of Customer’s MOON Base and is authorized to use the Services on Customer’s behalf.
1.4. “Customer” means User that subscribes to the Services. Customer's Authorized Users ("MOON Base Members") are authorized to use the Services on Customer's behalf.
1.5. “Customer Content” means all data, information, branding assets, files, media elements, materials, or other content processed, stored through, or created within the Services by Customer or by Customer's Authorized Users (MOON Base Members). Customer Content does not include User Account information, or Customer payment records, credit cards or other information Customer uses to pay for the Services.
1.6. “Documentation” means information about the Services on our Website.
1.7. “Member” means User (either Customer or Customer’s Authorized User) with access to Customer’s MOON Base.
1.8. “Privacy/Security Law” means privacy and security laws governing the handling of Customer Content (if any).
1.9. “Services” means our cloud services, which include without limitation the MOON Object System application.
1.10. "User" means an Account holder.
1.11. “Website” means objectsandorder.com and its subdomains.
2. THE SERVICES.
2.1. Access to the Services. An Account is required to access the Services. In creating and maintaining an Account, User shall provide accurate, current, and complete information at all times.
2.2. Use of the Services. During the Term (defined in Section 11.1 below), any User may access the features and functions of the Services that do not require a subscription, and Customer and Customer's Authorized Users (MOON Base Members) may access and use the features and functions of the Services to which Customer currently subscribes. Customer may remove access to the Services from its Authorized Users or restrict access to the Services for its Authorized Users at any time. The Services are not intended for and should not be used by anyone under the age of 18. Customer shall not invite anyone under the age of 18 to Customer’s MOON Base.
2.3. Documentation. User may reproduce and use the Documentation solely as necessary to support its use of the Services.
2.4. Service Levels. We shall endeavor to achieve target Service Levels of: (a) a Monthly Uptime of 99%; and (b) providing timely responses to support queries properly submitted to us by Customer or Customer's Authorized Users as outlined on our Resources page. (“Monthly Uptime” means the total minutes in the month minus the minutes of Downtime during the month, provided Downtime of less than fifteen (15) minutes does not count for such purposes. “Downtime” means any period during which Customer or Customer’s Authorized Users cannot log in to use the Services, other than because of errors of Customer or its agents or failures of software or equipment operated by Customer or under its control. Notwithstanding the foregoing, Downtime does not include: (i) Scheduled Maintenance; or (ii) failures due to Force Majeure as defined in Section 12.4, Force Majeure. “Scheduled Maintenance” means any period of maintenance on the Services, provided we have given notice of such maintenance on our Website.)
2.5. Revisions of Services. We may revise features and functions of the Services at any time, including without limitation by removing such features and functions.
2.6. Open Source Software. The Services may incorporate third-party Open Source Software (“OSS”), as listed here. We are grateful for the contributions of the open source community.
2.8. Beta Testing. From time to time, we may invite Users to participate voluntarily in Beta Testing to help us test new features, modules, and tools for the Services (each a "Beta Item"). BETA ITEMS BEING TESTED ARE MADE AVAILABLE “AS IS” AND ARE OFFERED WITHOUT SUPPORT, INDEMNITY, OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
3. SUBSCRIPTION PLANS, FEES, & PAYMENT.
3.1. Subscription Plans. We offer plans (“Subscription Plans”) that allow Customer and Customer's Authorized Users (MOON Base Members) to use the Services for fees (“Subscription Fees”) that are billed on a monthly basis through Customer’s Account, which must be paid in advance. Any change to a Subscription Plan’s Subscription Fees or payment terms will become effective in the next Subscription Term following notice of such change to Customer. (“Subscription Term” means a period of one (1) month.) Each MOON Base to which a Customer subscribes comes with an allotment for storage. Storage over the designated allotment during a Subscription Term will result in an additional charge, which will be included in the invoice for Customer’s next billing cycle.
3.2. Renewal of Subscription Plan. Customer’s Subscription Plan will automatically renew until cancelled by Customer or unless we terminate Customer's access to the Services in accordance with this Agreement. If Customer decides not to renew a Subscription Plan, Customer must cancel it at least one (1) day before the end of the current Subscription Term by indicating such cancellation in the Billing Portal on our Website.
3.4. Late Payments. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that is the lower of 1.5% per month or the highest rate permissible under applicable law.
3.5. Taxes. Amounts due under this Agreement are payable to us without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden by applicable law, we may require that Customer submit applicable Sales Taxes to us. However, the preceding sentence does not apply to the extent that Customer is tax exempt, provided it gives us a valid tax exemption certificate within 30 days of the Effective Date. Our failure to include any applicable tax in an invoice will not waive or dismiss our rights or obligations pursuant to this Section 3.5. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Customer shall separately pay us the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 3.5 does not govern taxes based on our net income.
4. CUSTOMER CONTENT & PRIVACY.
4.1. Customer Content. Customer and Customer's Authorized Users (MOON Base Members) are responsible and liable for any and all Customer Content uploaded, accessed, edited, deleted, published, and shared to, through, or from the Services, and for the consequences of making Customer Content available through the Services. We shall have no responsibility or liability for the accuracy, copyright compliance, or legality of Customer Content.
4.2. Customer Content Ownership. We recognize and agree that Customer and its licensors (as applicable) possess and retain all right, title, and interest in and to Customer Content, and our use and possession thereof is solely on Customer’s behalf. We further recognize and agree that Customer has dedicated substantial resources to collecting, managing, compiling, and creating Customer Content.
4.3. Customer’s License to Objects and Order. Customer (on behalf of itself, Customer's Authorized Users, and Customer's licensors) hereby grants Objects and Order (and our Third-Party Service providers) a non-exclusive, worldwide, perpetual, royalty-free, irrevocable, and transferable license to access, distribute, export, format, host, modify, process, publicly display, publicly perform, publish, translate, transmit, use, reproduce, store, and otherwise manage Customer Content as authorized in this Article 4.
4.4. Use of Customer Content. We shall not: (a) access, process, or otherwise use Customer Content other than as is necessary to provide and facilitate the Services; or (b) give any third party access to Customer Content with the exception of our Third-Party Service Providers or subcontractors that have a need for such access to facilitate the Services. Further, we: (c) shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Content; and (d) shall comply with all Privacy/Security Laws that are applicable both specifically to us and generally to data processors in the jurisdictions in which we do business and operate physical facilities.
4.5. Risk of Exposure. User recognizes and agrees that hosting Customer Content online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, User assumes such risks. We offer no representation, warranty, or guarantee that Customer Content will not be exposed or disclosed through errors or the actions of third parties.
4.6. Excluded Data. User warrants that (a) it has not and will not transmit Excluded Data (as defined below), or permit transmission of Excluded Data, to us or our computers or other media and, (b) to the best of its knowledge, Customer Content does not and will not include Excluded Data. User shall inform us of any Excluded Data within Customer Content promptly after discovery (without limiting our rights or remedies). User recognizes and agrees that: (i) the provisions of this Agreement related to Customer Content do not apply to Excluded Data; (ii) we have no liability for any failure to provide protections in the Excluded Data Laws (as defined below) or otherwise to protect Excluded Data; and (iii) our systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. We are not responsible or liable for any data exposure or disclosure or related loss to the extent that it involves Excluded Data. (“Excluded Data” means any data that violates local, state, and/or federal laws concerning the use of information, data, privacy, and personally identifiable information. “Excluded Data Laws” means any law or regulation governing Excluded Data, including without limitation any law or regulation protecting privacy or security rights of Excluded Data subjects.)
4.7. Export. Customer and Customer's Authorized Users may download Customer Content from the Services prior to the cancellation or termination of Customer's Subscription Plan.
4.8. Removal. We reserve the right to refuse or remove any Customer Content from the Services at any time, for any reason, at our sole discretion, and without notice.
4.9. Deletion. No less than thirty (30) days after the cancellation or termination of Customer’s Subscription Plan, unless legally prohibited, we may erase all Customer Content in our possession or control.
4.10. Erasure. We may permanently erase Customer Content if Customer’s Account is delinquent, suspended, or terminated for 30 days or more, without limiting our other rights or remedies.
4.12. Statutory Special Terms. If we receive a “right to know,” deletion, “right to be forgotten,” or similar request related to User's personal information, we may respond in accordance with applicable law. Nothing in this Agreement precludes us from asserting rights or defenses we may have under applicable law related to such requests.
4.13. Additional Fees. User recognizes and agrees that we may charge additional fees (without limitation) (a) for activities (if any) required by Privacy/Security Laws and (b) for activities User requests to help it comply with Privacy/Security Laws.
4.14. De-Identified Data. Notwithstanding the provisions above of this Article 4, we may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, at our sole discretion, including without limitation aggregated with data from other Users. (“De-Identified Data” refers to data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or User.)
4.15. Required Disclosure. Notwithstanding the provisions above of this Article 4, we may disclose Customer Content as required by applicable law or by proper legal or governmental authority. We shall give User reasonable notice of any such legal or governmental demand. We may in our sole discretion reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense.
5. USER’S RESPONSIBILITIES & RESTRICTIONS.
5.1. Acceptable Use. User shall comply with the AUP. User shall not: (a) use the Services for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Services; (b) provide passwords or other login information for Services to any third party; (c) share non-public features or content of the Services with any third party; (d) access the Services in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Services, or to copy any ideas, features, functions or graphics of the Services; or (e) engage in web scraping or data scraping on or related to the Services, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. In the event that it suspects any breach of the requirements of this Section 5.1, we may suspend User’s access to the Services without advanced notice, in addition to such other remedies as we may have. Neither this Agreement nor the AUP requires that we take any action against any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but we are free to take any such action we see fit.
5.2. Unauthorized Access. User shall take reasonable steps to prevent unauthorized access to the Services, including without limitation by creating a strong, secure password and protecting password and other login information. User shall notify us immediately of any known or suspected unauthorized use of the Services or breach of security and shall use best efforts to stop said breach.
5.3. Compliance with Laws. In its use of the Services, User shall comply with all applicable laws, including without limitation Privacy/Security Laws.
5.4. Use of the Services. User is responsible and liable for any use of the Services through User’s Account, whether authorized or unauthorized.
6. INTELLECTUAL PROPERTY (IP) & FEEDBACK.
6.1. IP Rights to the Services. Objects and Order (and our licensors as applicable) retain all right, title, and interest in and to the Services, including without limitation all software used to provide the Services, and all graphics, user interfaces, logos, and trademarks reproduced through the Services. This Agreement does not grant User any intellectual property license or rights in or to the Services or any of its components, except to the limited extent that such rights are necessary for User’s use of the Services as specifically authorized by this Agreement. User recognizes that the Services and its components are protected by copyright and other laws.
6.2. Feedback. We have not agreed to and do not agree to treat as confidential any Feedback (as defined below) that User or other Users give us, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting User. Feedback will not be considered User’s trade secret. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of our products or services.)
7. CONFIDENTIAL INFORMATION.
“Confidential Information” refers to the following items we disclose to User: (a) any document we mark “Confidential”; (b) any information we orally designate as “Confidential” at the time of disclosure, provided we confirm such designation in writing within three (3) business days; and (c) any other nonpublic, sensitive information User should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in User’s possession at the time of disclosure; (ii) is independently developed by User without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of User’s improper action or inaction; or (iv) is approved by us in writing for release by User. User is on notice that the Confidential Information may include our valuable trade secrets.
7.1. Nondisclosure. User shall not use Confidential Information for any purpose other than to utilize the Services in accordance with this Agreement (the “Purpose”). User: (a) shall not disclose Confidential Information to any employee or contractor of User unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with User with terms no less restrictive than those of this Section 7.1; and (b) shall not disclose Confidential Information to any other third party without our prior written consent. Without limiting the generality of the foregoing, User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. User shall promptly notify us of any misuse or misappropriation of Confidential Information that comes to User’s attention. Notwithstanding the foregoing, User may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. User shall give us prompt notice of any such legal or governmental demand and reasonably cooperate with us in any effort to seek a protective order or otherwise to contest such required disclosure, at our expense.
7.2. Survival. The obligations of Section 7.1 above (Nondisclosure) will survive termination or expiration of this Agreement.
7.3. Termination & Return. Upon termination of this Agreement, User shall return all copies of Confidential Information to us or certify, in writing, the destruction thereof.
7.4. Injunction. In the event that we determine a breach of this Article 7 has likely occurred, User agrees that: (a) no adequate remedy exists at law; (b) it would be difficult to determine the damages resulting from its breach of this Article 7, and such breach would cause irreparable harm to us; and (c) a grant of injunctive relief provides the best remedy for any such breach, without any requirement that we prove actual damage or post a bond or other security. User waives any opposition to such injunctive relief or any right to such proof, bond, or other security. (This Section 7.4 does not limit either party’s right to injunctive relief for breaches not listed.)
7.5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. We will retain all right, title, and interest in and to all Confidential Information.
7.6. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), User is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
(a) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
8. WARRANTIES AND WARRANTY DISCLAIMERS.
8.1. From User. User represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and has not provided any inaccurate information about itself in its Account or to or through the Services; and (c) it is an individual 18 years or older, or a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
8.2. Warranty Disclaimers. USER ACCEPTS THE SERVICES “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER CONTENT WILL REMAIN PRIVATE OR SECURE; AND (d) WE PROVIDE NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THIRD-PARTY SERVICES OR COMPONENTS, AND WE WILL NOT BE LIABLE FOR ANY FAILURE OF ANY THIRD-PARTY SERVICE OR COMPONENT TO FUNCTION AS EXPECTED OR INTENDED.
User shall defend, indemnify, and hold harmless Objects and Order and our Associates (as defined below) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of or related to User's alleged or actual use of, misuse of, or failure to use the Services, including without limitation: (a) claims by User’s employees, as well as by User’s own customers or users; (b) claims related to Data Incidents (as defined below); (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, videos, audio files, logos or other content uploaded to the Services through User’s Account, including without limitation by Customer Content; and (d) claims that use of the Services through User’s Account, including by other Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. INDEMNIFIED CLAIMS INCLUDE, WITHOUT LIMITATION, CLAIMS ARISING OUT OF, RELATED TO, OR ALLEGING OUR NEGLIGENCE. User’s obligations set forth in this Article 9 include, without limitation: (i) settlement at User’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorneys’ fees incurred before User’s assumption of the defense (but not attorneys’ fees incurred thereafter). If User fails to assume the defense on time to avoid prejudicing the defense, we may defend the Indemnified Claim, without loss of rights pursuant to this Article 9. We will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that we or our Associates admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation. (“Our Associates” are our officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns. A “Data Incident” is any (1) unauthorized disclosure of, access to, or use of Customer Content, including without limitation Excluded Data, or (2) violation of Privacy/Security Law through User’s Account. Data Incidents include, without limitation, such events caused by User, by other Users, by us, by hackers, and by any other third party.)
10. LIMITATION OF LIABILITY.
10.1. Dollar Cap. OUR LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID BY CUSTOMER TO US DURING THE THREE (3) MONTHS BEFORE THE LAST EVENT GIVING RISE TO THE LIABILITY; OR (b) $20.00. THE LIMIT OF LIABILITY IN THE PRECEDING SENTENCE IS CUMULATIVE AND NOT PER-INCIDENT.
10.2. Excluded Damages. IN NO EVENT WILL WE BE LIABLE FOR LOST PROFITS, LOST DATA, OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY TO THE BENEFIT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD-PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF USER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. User acknowledges and agrees that we have based our pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 10 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 10, our liability will be limited to the maximum extent permissible. For the avoidance of doubt, our liability limits and other rights set forth in this Article 10 apply likewise to our affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
11. TERM & TERMINATION.
11.1. Term. The Term of this Agreement will commence on the Effective Date and will continue until terminated for Convenience or Cause (as set forth below in Sections 11.2 and 11.3).
11.2. Termination for Convenience. Either party may terminate this Agreement for any reason or no reason on thirty (30) days' advanced written notice.
11.3. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in thirty (30) days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
11.4. Effects of Termination. Upon termination of this Agreement, User shall cease all use of the Services and delete or destroy all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (Intellectual Property & Feedback), 7 (Confidential Information), 8.2 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
12.1. Independent Parties. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. There is no employee/employer relationship between the parties.
12.2. Publicity. Customer agrees that we may use Customer’s name or logo in customer lists on our Website and/or in promotional or informational materials. Prior to the use of Customer’s logo, Customer will be asked to provide standard Trademark usage guidelines for this purpose. Goodwill associated with the Trademark inures solely to Customer, and we shall take no action to damage the goodwill associated with the Trademark or with Customer. If Customer objects to the use of these elements in the manner outlined above, Customer should notify us and we will promptly cease any use.
12.3. Notices. We may send notices pursuant to this Agreement to User’s email address as provided by User, and such notices will be deemed received twenty-four (24) hours after they are sent. User may send notices pursuant to this Agreement to email@example.com, and such notices will be deemed received seventy-two (72) hours after they are sent. In addition, User is on notice and agrees that: (a) for claims of copyright infringement, the complaining party may contact our DMCA Designated Agent at firstname.lastname@example.org; and (b) we will terminate the accounts of subscribers who are repeat copyright infringers. For more information, see our DMCA Policy.
12.4. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
12.5. Assignment & Successors. User may not assign this Agreement or any of its rights or obligations hereunder without our express written consent. Except to the extent forbidden in this Section 12.5, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
12.6. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
12.7. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
12.8. Choice of Law & Jurisdiction. This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Los Angeles, California. This Section 12.8 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
12.10. Technology Export. User shall not: (a) permit any third party to access or use the Services in violation of any U.S. law or regulation; or (b) export any software provided by us or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, User shall not permit any third party to access or use the Services in, or export such software to, a country subject to a United States embargo.
12.11. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. Headings in this Agreement are for convenience only.