Gotbee Terms of Service
Effective: October 1, 2023
Thanks for using Gotbee! Please read the Gotbee Terms of Service (“Terms”) carefully. They govern your access and use of Gotbee’s cloud-based services after logging in and are available at gotbee.com or through one of the Gotbee Apps, plugins, extensions, or derivative works of the foregoing (collectively, the “Service”).
Gotbee LLC is a Limited Liability Company based in Georgia, USA, and in these Terms, we will refer to ourselves as "Gotbee" or "we"/"us".
"You" means the entity that you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party you represent. If you are accessing the Services for personal use only (i.e. not in connection with any organization, business, or other legal entity) as indicated by using a personal email to sign up for your Gotbee Account, then all reference to "You" means you as an individual.
Definitions
"Acceptable Use Policy" means Gotbee Acceptable Use Policy, which is incorporated into these Terms.
"Account Information" means information about your Gotbee account and information that you and your users provide to Gotbee in connection with (i) the creation or administration of your Gotbee account; or (ii) Gotbee’s maintenance of your Gotbee account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
"Affiliate" means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.
"Customer Content" means any information, content, or materials that you submit through the Service to your Gotbee Account, including from Third-Party Services.
“Customer Data” means all information that Customer of its End Users submit to Gotbee Services
"Documentation" means Gotbee-provided user documentation relating to the Service as may be updated by Gotbee as needed. Documentation does not include any content published on any other site, community, or pages.
"Developmental Release" means any alpha, beta, developmental, test, experimental, or early-access releases of the Service or other Gotbee products or services. Any of the preceding terms on a feature, product, or program is notice of Developmental Release status.
"Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, whether regarding the Service, a Pre-Release, or any other products, services, or business of Gotbee.
"Fees" means the fees applicable to your use of the Service in accordance with the applicable package as set forth in our pricing notice included in the Service.
"Gotbee Account" means the account on the Service you register and open in order to access and use the Service.
"Sensitive Personal Data" means data subject to heightened privacy or security requirements by law or regulations, including, without limitation, any personal financial or medical information of any nature, or any sensitive personal information (e.g., government-issued identification numbers, driver’s license numbers, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials).
"Subscription Term" means the period during which you have agreed to subscribe to the Service.
“Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Services, whether domestic or foreign.
"Third-Party Login" means your login credentials from a supported third-party site or product which are integrated to allow you to access your Gotbee Account.
"Third-Party Services" means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service.
"Usage Information" means (i) analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Service, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various features and functionality of the Service and your Gotbee Account, and analytics and statistical data derived therefrom (“Analytics Data”) and (ii) configuration data, including field mapping/naming and actions, steps, and structures of workflows, tables, interfaces, and other Services (“Configuration Data”).
1. Privacy
Your use of Gotbee Services is subject to Gotbee’s Privacy Policy. Please review the Gotbee Privacy Policy, which also governs the Gotbee Services and informs users of our data collection practices.
2. Gotbee Account and Termination
a. Account Registration and Use License: In order to access and use the Service, you must register for a Gotbee Account. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for a Gotbee Account and subject to these Terms, Gotbee will make the Service available during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation. You may not assign or otherwise transfer your account to any other person or entity.
b. Eligibility: In order to open and maintain a Gotbee Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.
c. Credentials: To set up and use your Gotbee Account, you may either (i) create a user ID and password to access your account; or (ii) use Third-Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your Gotbee Account credentials. You agree to immediately notify Gotbee of any suspected or actual unauthorized use of your Gotbee Account. You agree that you will be responsible and liable for all uses of the Service under your Gotbee Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Gotbee will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Gotbee Account or your Third-Party Login credentials. You must notify Gotbee immediately of any unauthorized use of your account or of any other breach in security that you are aware of.
d. Termination and Suspension by Gotbee: We reserve the right to terminate or suspend your Gotbee Account and/or our Service to you at any time and for any reason upon notice to you. If we terminate or suspend your Gotbee Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your Gotbee Account for cause, including (without limitation) for a violation of these Terms or the Acceptable Use Policy.
f. Effect of Termination: Once you delete your Gotbee Account, neither your Gotbee Account nor your Customer Content can be restored or recovered in any way. If you do not log in to your Gotbee Account for twenty-four (24) or more months, we reserve the right to designate your Gotbee Account as "inactive" and delete the Gotbee Account and/or all the data associated with it. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
3. Fees; Taxes; Plans
a. Fees: Some Service features may only be accessed and used after payment of applicable Fees. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.
b. Taxes: You are responsible for any Taxes other than Gotbee’s income tax. Fees and expenses are exclusive of Taxes, levies, or duties. If Gotbee has the legal obligation to pay or collect Taxes for which you are responsible under this section, Gotbee will invoice you, and you will pay that amount unless you provide Gotbee with a valid tax exemption certificate authorized by the appropriate taxing authority.
c. Subscription Term and Auto-Renewal: Your Subscription Term begins once you register for your Gotbee Account and is the billing cycle that you selected for your Gotbee Account, or if purchasing the Service by a Gotbee order form, then the Subscription Term listed on your order form. UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION PRIOR TO EXPIRATION OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN (OR IF NO LONGER AVAILABLE, THE EQUIVALENT SUCCESSOR PLAN) AND FOR A PERIOD EQUAL TO YOUR THEN CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service and Plan continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Service.
d. Plan Changes, Cancellation, and Termination by You: You can change or cancel your plan or also delete your Gotbee Account by following the steps outlined here. For the avoidance of doubt, the following do not constitute cancellation of a paid plan or termination of your Gotbee Account: (i) an email, chat, or phone request to cancel your Gotbee Account; (ii) revoking or suspending any form of payment put on record with Gotbee to pay your Gotbee Account Fees; or (iii) any cancellation or termination confirmation from a party other than Gotbee. You expressly acknowledge that downgrading your Service may cause the loss of features or other capabilities of your Gotbee Account, and that Gotbee does not accept any liability for such loss. For paid plans, refunds or change of fees, as applicable, are described in our billing change policy page.
4. Your Use of the Service and Restrictions
a. Account and Use of Service: You may use your Gotbee Account and the Service only (i) for lawful purposes; and (ii) in accordance with these Terms and the Documentation.
b. Prohibited Use: You shall not use or access the Service in violation of the Acceptable Use Policy. Further, you will not and will not permit anyone else to: (i) sell, sublicense, distribute, transfer, or rent the Service (in whole or part), grant non-users access to the Service or use the Service to provide a hosted or managed service to others; (ii) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by law and then only upon advance notice to Gotbee; (iii) copy, modify, create derivative works of or remove proprietary notices from the Service; (iv) conduct security or vulnerability tests of the Service, interfere with its operation or circumvent its access restrictions; (v) use the Service to develop a product or Service competitive to Gotbee; or (vi) otherwise use the Service outside of the scope of the rights expressly granted herein.
c. Your Use of the Service to Send Communications: You acknowledge that (i) you are exclusively responsible for and control the timing, content, and distribution of any telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service; and (ii) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable foreign and U.S. federal or state laws and regulations, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Service.
d. Export Controls: You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.
e. Developmental Release: Gotbee may, in its sole and exclusive discretion, allow you to access and use certain Developmental Releases with your consent. In consideration for receiving access to a Developmental Release, you hereby agree to the following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results that you provide to Gotbee regarding such Developmental Release shall be deemed Feedback; (ii) information regarding a Developmental Release shared with you or generated from that Developmental Release, including without limitation, images or recordings of them constitutes Gotbee’s Confidential Information under Section 11below; (iii) Developmental Releases may only be made available for a limited amount of time and should not be relied upon for any ongoing needs; (iv) Gotbee may, in its sole and exclusive discretion, terminate or discontinue any Developmental Release and/or your specific access to such Developmental Release with or without advance notice; (v) Gotbee may collect, analyze, and use data shared/provided in connection with a Developmental Release to operate, enhance, improve, and develop Gotbee products or services, including through model training, and otherwise in connection with our business; and (vi) you expressly agree that your participation in using any Developmental Release is solely at your own risk and that no other party, including without limitation, Gotbee, shall have any liability to you in connection with or otherwise related to your use of Developmental Releases. Developmental Releases are made available on an "as is" basis, without warranty, representation, or indemnification of any kind, express or implied, and Section 8(a) below does not apply to Developmental Releases. Certain Developmental Releases may include additional terms presented to you at the time you sign up for or first access a Developmental Release (“Supplemental Terms”) which apply in addition to these Terms. In the event of a conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall govern for that specific Developmental Release.
5. Our Security and Data Privacy Practices
a. Data Privacy: Gotbee’s Privacy Policyis hereby incorporated into and made a part of these Terms by this reference.
b. Security: We have implemented and maintain physical, technical, and administrative security measures designed to protect the Service and Customer Content from unauthorized access, destruction, use, modification, or disclosure.
6. Terms that Apply to Your Data
a. Your Data: You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that passes through the Service. By transmitting Customer Content through the Service, you hereby grant Gotbee a worldwide, non-exclusive, and limited term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your Gotbee Account, as reasonably necessary: (i) to provide, maintain, operate, and update the Service and to provide support for the Service; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law.
b. Your Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, and legality of Customer Content, and any actions triggered by Customer Content. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Content through the Service and for any actions triggered by Customer Content on the Service, and to otherwise use, process, and/or store Customer Content on the Service used or stored; and (ii) Customer Content, and its transmission, processing, storage, and use as you authorize in these Terms or through your Gotbee Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Service.
c. No High-Risk Activities or Prohibited Sensitive Personal Data: You may not access or use the Service for any High-Risk Activities or to upload or transmit any Sensitive Personal Data. High Risk Activities include activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing.
d. Enforcement: We reserve the right, but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Content. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your User Data immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Content.
7. Proprietary Rights and Improving the Service
a. Gotbee Service: The Service is made available on a limited access basis, and no ownership rights are conveyed to you. We and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained.
b. Feedback: Gotbee welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you.
c. Improvements: Notwithstanding anything to the contrary set forth herein or otherwise, (i) Gotbee may collect, analyze, and use Usage Information, to operate, enhance, improve, and develop Gotbee products or services, including through model training, and otherwise in connection with our business; (ii) Gotbee may use de-identified Customer Content to operate, enhance, improve, and develop Gotbee products or services through model training.
d. Trademarks: Gotbee, the Gotbee logo, and all Gotbee product names are trademarks and/or services marks of Gotbee and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any Gotbee or third-party trademark without the applicable prior written consent of Gotbee or the owner of the third-party trademark. You hereby grant Gotbee the right to identify you as a customer of Gotbee and to use your logos and/or trademarks for that purpose.
8. Links to Third Party Sites/Third Party Services
a. Links and Integrations with Third-Party Services: The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Service websites which connect back to the Service. Gotbee provides and/or enables such links to and integrations solely as a convenience, has no responsibility for the content, functionality, or availability of such Third-Party Services, and does not endorse such Third-Party Services (or any products or other services associated therewith). Access to any Third-Party Services linked to the Service is at your own risk, and Gotbee is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. If you choose to grant a Third-Party Service any access to your Gotbee Account, you are solely responsible for that Third-Party Service having access to your data and connections contained therein, and for any/all actions that the Third-Party Service may take on behalf of your Gotbee Account. Your use of any Third-Party Services is subject to the terms applicable to such Third-Party Service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third-Party Service.
b. Linking to Third-Party Services: You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third-Party Service integration through your Gotbee Account may be shared with that Third-Party Service. Pursuant to your configuration and usage of the Service, Customer Content will be transmitted to and from your Gotbee Account to one or more Third-Party Service(s) you’ve linked with your Gotbee Account. We may also share your Customer Content with a specific Third-Party Service which you linked to your Gotbee Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service.
9. Service Warranty; Indemnification
a. Service Warranty: If you are a paying subscriber to the Service, Gotbee warrants to you that we will provide the Service during the Subscription Term substantially as described in the Documentation under normal use. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Service or, if we cannot reperform such deficient Service as warranted, you may terminate your Gotbee Account as set forth above and we will refund a prorated portion of your prepayment. You must notify us in writing of any warranty deficiency within ten (10) days from receipt of the deficient Service in order to receive the foregoing warranty remedy.
b. Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND GOTBEE MAKES NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, GOTBEE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. GOTBEE AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SERVICE. Gotbee MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE SERVICE WILL BE ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
c. Your Indemnification Obligations: You agree to defend Gotbee, its affiliates, directors, officers, employees, and agents (“Gotbee Indemnified Parties”) against any claim, demand, suit, or proceeding, hold harmless Gotbee Indemnified Parties, and indemnify Gotbee Indemnified Parties from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your violation or alleged violation of these Terms, or (ii) your Customer Content.
d. Sole Rights and Obligations: Without affecting either party's termination rights, this Section 8 states the parties' sole and exclusive remedy under these Terms for any third-party allegations and claims covered by this section.
10. Liability Disclaimer
a. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED HEREIN), NEITHER PARTY NOR THEIR LICENSORS (AND IN THE CASE OF GOTBEE LLC) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE ACTUAL FEES PAID BY YOU TO GOTBEE DURING YOUR CURRENT SUBSCRIPTION TERM.
b. The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
11. Confidential Information
a. Confidential Information: Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
b. Protection and Use of Confidential Information: The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
c. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
12. Additional Information
a. Administrative Controls: If your Gotbee Account has owners, administrative, or super administrative users, you understand and agree that such users may be able to access, modify, and/or delete (as applicable) your Customer Content, and other data contained in your Gotbee Account, as described in the Documentation.
b. Location of the Service: Gotbee operates or controls the operation of the Service from a cloud service located in the United States. In addition, the Service and Customer Content may be accessed, mirrored, and/or managed from various locations outside the United States.
c. Gotbee Extended Team: The Gotbee extended team, which includes our personnel, our Affiliates' personnel, and our contractors (the "Gotbee Extended Team"), may assist us in exercising our rights and performing our obligations under these Terms. The Gotbee Extended Team does not include any Third-Party Services (defined in Section 8) or their personnel. We will be responsible for the Gotbee Extended Team’s compliance with our obligations under these Terms.
13. Notices
a. Gotbee Notice to You: Gotbee may provide you with notices through the Service portal or by electronic mail to your e-mail address on record in your Gotbee Account. You are responsible for ensuring that your contact information is both current and accurate in your Gotbee Account.
b. Your Notice to Gotbee: If you have a dispute with Gotbee, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Gotbee.
14. Changes to Terms
Gotbee may revise these Terms by posting a modified version of the Terms including their effective date. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.
15. General
a. Force Majeure: Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
b. Assignment: Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
c. Severability; Waiver: If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.
d. No Third-Party Beneficiaries: These Terms do not create any right in favor of any third party.
e. Governing Law; Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in San Francisco, California, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
f. Entire Agreement: These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Gotbee relating to the subject matter hereof.